Cap.l0:31 PuBuc ENTITIES CoRPORATE (}ovr~NANCE No. 4/2018 10. Corporate power, represented by the right to vote on a one share one vote basis, must always be aiigned with economic rights. Any misalignment must be justified and be approved by the shareholders. Recommendations 11. The right to vote should be extended to all shareholders. 12. Full, timely and transparent disclosure should be made in the annual reports regarding the exercise of corporate power. 13. The Board the managers and the majority shareholder must respect the tights of minority shareholders. Co!'.'TROL Principles 14. The ultimate authority of any company is its annual general meeting or extraordinary general meeting of shareholders, where they exercise their rights in terms of the statutes of the company and the law. 15. Shareholders in general meeting have the power to make business decisions conceming the company and to take any action which they deem appropriate for the protection and development of the company. 16. A shareholders' meeting is a forum where the board and the management inform the shareholders about the company's operations, management, administration and achievements and gives the shareholders the opportunity to participate in fonnulating strategies for the company. 17. The shareholders, the board and the management of the company protect and promote the interests of the company and its stakeholders. 18. Nominee shareholders should disclose the beneficial owners of the shares upon request by the relevant company or regulatory authorities. Recommendations 19. The company's managers and employees should be given the opportunity to own shares in the company through appropriate share ownership schemes as may be approved by the shareholders in general meeting. 20. The community in which a company operates should benefit from its operations. 21. Shareholder relations should, where applicable, be governed by written shareholder agreements which specify, among other things, the purchase price of the shares, the purchasing preferences, the exercise of voting rights and mechanisms for resolYing disputes and conflicts of interest. In the case of State contracts there has to be compliance with the legislation enacted in tenns of section 315 of the Constitution in relation to joint-venture contracts for the construction and operation of infrastructure and facilities and concessions of mineral and other 1ights. 22. Shareholder agreements must be written in a simple language and made available and accessible to all shareholders and relevant regulating authorities. 23. The company must conduct its business in a manner that best serves the interests of the shareholders, including minority shareholders and other stakeholders of the company. 24. A major or majority shareholder should not be involved in the day-to-day management of the company, but if such involvement is inevitable then, as may be appropriate, the involvement should be regulated by a clear agreement and where applicable, the agreement's terms and conditions should be approved by shareholders in a general meeting. 113