Cap.l0:31 Pusuc ENTITlE~ CoRPORATE GovERNANCE No. 4/2018 39. Voting mles, especially rules on voting by proxy, must be clear, objective and simple. 40. A proxy should vote according to the wishes of the beneficial owner of shares in the company. 41. A block voting system should be adopted at shareholders' meetings convened to elect directors. Listed companies which are more than thirty percent owned hy one person should adopt a block voting system. Rules for implementing such a system should be incorporated in the articles of association. 42. Voting caps are inimical to corporate democracy and should only be permitted in circumstances where the approach where the approach is justified and has been approved by the Board. 43. Absentia voting methods, such as voting by e-mail or fax, should be encouraged provided that the procedures and processes are clearly formulated to avoid abuse. 44. Procedures and mechanisms which make it possible for minority shareholders to object to a majority decision and which enable them to refer conflicts between them and controlling shareholders to arbitration, should be established. 45. Dilution of voting tights must not be permitted unless authorised by a resolution passed by a majority of all shareholders. 46. Where minority shareholders are not represented on the Board, they must be given the right to formally present their views on critical issues for consideration by Board provided that they cumulatively hold at least ten percent for the company's shares. 47. Brief curriculum vitae of every director for election or re-election should accompany the notice of the meeting appearing in the annual report. 48. Any anti-takeover measures or strategies must be approved by shareholders at a meeting held for that purpose. 49. When a merger or takeover occurs, minority shareholders should be given the opportunity to sell their shares at market value. 50. Ownership by any one person of shares in excess of thi.rty-fi ve percent of the issued ordinary shares of a company should, where appropriate, trigger a buy-out offer in which all shareholders must be treated equally. 51. A company's memorandum and atticles of association must comply with the law and best practice principles in this Code. PART III BoARD oF DIRECTORS AND DIREcroRs Preamble 52. A company is a legal fiction but the law pcmlits it to do things which natural persons can do. A company acts through natural persons, mainly the Board of Directors which is the governing and controlling body of a company. To achieve the company's goals and objectives, the directors must possess certain qualities, play cettain roles and perform certain functions and duties. RoLE Al'.'D Fu:.~cTION oF THE BoARD Principles 53. The Board of Directors should provide effective corporate and entreprencmial leadership. 54. The leadership of the Board must be based on115