Cap. 10:31 PuBuc ENTITIES CoRPORATE GovERNANCE (j) No. 4/2018 monitoring on a continuous basis the company's solvency and ability to pay its debts as they fall and making necessary and reasonable interventions in this regard. CoNnucr AND REsPoNsmrunEs or THE BoARD AND DrREcroRs Principles 57. In the discharge of its role and functions every Board must conduct itself with honesty and integrity and, above all, must always act in the best interests of the company. When acting in the best interests of the company, directors should consider the interests of all shareholders and other stakeholders. 58. The Board must correct COlJJOrate misdemeanours as and when they arc detected in order to ensure that the corporate goals are achieved and the integrity and reputation of the company, its shareholders and other stakeholders are protected. Recommendations 59. The chmter referred to in paragraph 56 should set out the Board' responsibilities, which include that every director(a) has time and energy for, and commitment to, the company by attending a minimum of seventy-ti ve percent of Board and Board connnittce meetings, all annual general meetings and all-stakeholders meetings, and assisting the chairperson in answering questions raised at such meetings; (b) is knowledgeable about the financial, social and political environment in which the company operates; (c) is in a position to make informed decisions; (d) acts independently and that his or her independence is constantly judged, assessed and monitored in accordance with this Code; (e) possesses, to the extent possible, the requisite skills and knowledge in relation to Infonnation Communication Technology (ICT) and supportive equipment. 60. The Board should ensure that(a) it obtains independent professional advice when necessary; (b) confidential matters of the company are treated as such and are not divulged to anybody without its authority; (c) procedures and systems on the governance of information, knowledge and experience are established to act as checks and balances; the performance of the company's management is monitored and evaluated against set targets, complemented by an approptiate re;vard system in order to attract and retain talent; 0 (d) (c) the company is ICT compliant in terms of requisite skills and knowledge and supportive equipment; (f) the company's accounting and financial reporting systems are sound; (g) the company's risk management measures and financial controls are properly supervised; (h) the company's systems, procedures and policies are in place to resolve cont1icts of interests among and between directors, management, shareholders, the company and other stakeholders; (i) corporate governance in relation to the company is properly monitored; (j) the company is not only a good corpomte citizen but is seen to be one; (k) every Board member is given an oppottunity to disagree with fellow members where necessary; 117

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