No. 4/2018 P·unuc ENTITIES CoRPORATE GovERNANCE Cap. 10:31 113. The chairperson of the Board should not perform the role of the chief executive officer but if he or she does so, the principles enunciated in this Code should apply. Recommendations Chairperson 114. The Board as a whole must annually evaluate the independence of its chairperson. 115. The Board should weigh any factor affecting the independence of the chaiq)erson against the need to preserve effective continuity in Board leadership. 116. The chairperson's roles and functions should be formalized and, in doing so, factors such as the life cycle or circumstances of the company, the complexity of the company's operations, the qualities of the chief executive officer and management team, and the skills and expetience of each Board member, should be taken into account. 117. Retired chief executive officers should not be appointed as board members or chairpersons of Boards until three years have passed from the end of their tenure as executive directors and, even then, they may only be considered for appointment as nonexecutive members or chairpersons after they have been adjudged to be independent. 118. A person must not chair more than four boards of listed companies but where he does so, the Board and shareholders must give their approval and, in the case of shareholders, by a resolution passed at a meeting properly convened for that purpose. 119. The chairperson of the Board should- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) not be a member of the audit committee or its chairperson; not chair the risk or remuneration committee but may be a member of it; be a member of and may chair the nomination committee; provide leadership to the Board bnt without adversely affecting the collective responsibility of the Board and the individual duties of its members; set the ethical tone for the Board; identify and participate in the selection of Board members with the assistance of a nomination committee where it exists, and oversee the formal succession plan of Board members, chief executive officers and other senior management officers, such as chief finance officer; fonnulate together with the chief executive officer and the company secretary, the annual plan of work of the Board on the basis of agreed objectives and play an active pa1t in setting the agenda of Board meetings so as to have a clear understanding of the objectives of the meetings; preside at Board ineetings and ensure that the time devoted to the meetings is used productively; encourage collegiality among Board members but without inhibiting candid debate and creative tension in Board meetings; effectively manage conflicts of interest of Board members in ways which ensure that directors concemed recuse themselves from participating in discussions and decisions in which they are conflicted unless they are required to provide specific input during any such discussions; ensure that the information in the Board pack is couched in simple and understandable language; act as the link between the Board and management, and particularly between the Board and the chief executive oftlcer; 124