Cap. 10:31 Ptmuc EN'nTIEs CoRPORATE GovERNANCE No. 4/2018 (4) Notwithstanding any other enactment, if within two months after a member's appointment to the ooard of a public entity he or she has not entered into a performance contract in terms of subsection (1), he or she shall thereupon cease to be a member of the board unless he or she establishes that(a) the failure to enter into the contract was attributable to undue delay on the part of the line Minister or any person acting on that Minister's behalf; or (b) one or more of the provisions of the contract were so grossly unreasonable that he or she was justified in refusing to sign it. (5) Copies of every performance contract concluded in tem1s of this section shall without delay be Jiled for record at the office of the line Minister concerned and transmitted to the Unit. (6) If a person, having entered into a performance contract in tem1s of this section, contravenes a condition refeiTed to in subsection (3) or any other condition of the contract-(a) notwithstanding anything to the contrary in the enabling instrument of the public entity concemed, the contravention shall be a ground for removing the member from office; (b) whether or not the member has been removed from office, the line Minister or the public entity concerned may by proceedings in a competent court recover from him or her, as a debt due to the entity(i) the amount or value of any damage or loss sufTered by the entity as a result of the contravention; and (ii) the amount or value of any profit or advantage that accrued to him or her or to any other person he or she intended to benefit through the contravention. (7) Subsection (6) shall not be construed as limiting any other lavv· relating to the criminal or civil liability of a member of a board, and shall not prevent the institution of criminal or civil proceedings in respect of any liability refeiTed to in that subsection. PART VI BoARD CHARTERs, CoDES OF ETHics AND NATIONAL CoDE OF CoRPORATE GovERNA"'<CE 26 Public entities to honour Good Corporate Governance Code and prepare board charters and codes of ethics (1) The board of every public entity shall conduct the business and affairs of the entity in accordance with- (a) the provisions of the Good Corporate Governance Code, where the entity is a public commercial entity; and (b) such of the principles of good governance set out in the Second Schedule as are applicable to the public entity concerned, where it is not a company. (2) Subject to this Part(a) the board of every public entity shall prepare a board chatter; (b) the chief executive officer of every public entity shall prepare a code of ethics for the entity; and shall conduct the business and affairs of the entity in accordance with that charter and code. 97