Cap. 10:31 No. 4/2018 PuBuc EN11TIES CoRPoRATE GovERNANCE (o) pa1ticipation in share incentive schemes should be restricted to employees and executive directors and should have appropriate limits for individual participation which should be disclosed; (p) all share based incentives including share options and restricted or conditional shares, whether settled in cash or with shares, should align the interests of executives with those of shareholders and should link rewards to performance over the long term; (q) highly leveraged incentive schemes are used with care because of their potential excessive cost and risk to the company; (r) share incentive awards and options are granted for periods which reduce the risk of anticipated outcomes that arise out of share price fluctuations or activity by adopting a single performance measurement period; (s) the price at which shares are issued under a scheme should not be less than the mid-market price or volume weighted average price; (t) the rules of share option schemes provide that share or option awards arc not granted within a closed period and that no backdating of awards is pennitted; (u) options in share option schemes arc not exercisable before the end of three years or after ten years from the date of grant; (v) the vesting of share incentive awards is conditional upon fulfilling performance conditions and the vesting is done on a sliding scale to avoid an "all or nothing" vesting profile; (w) when an individual voluntarily leaves the company before the end of the service period or is dismissed for good cause, any share-based awards which have not vested, lapse. BoARD MElvffiER EvALUATION Principles 169. The Board should- (a) regularly assess its perfo1111ance and effectiveness as a whole and the performance and etfectiveness of Board committees, individual directors and the chief executive officer; (b) set and achieve objectives for the continuous improvement in the qtmlity and effectiveness of its perfonnanee, including its petfonnance during a crisis; (c) undertake a fonnal and rigorott<> annual evaluation of its own performance, and that of its committees and individual directors. which should be extemally facilitated every three (3) years; (d) regularly review the degree to which its quality of its decisions; (e) monitor and appraise on an annual basis tlv~ performance and etfectiveness of the company, its chairperson, heads of internal audit, company secretary, and directors, collectively and individually, and its service providers; and (f) review the petformance and effectiveness of individual directors. o~jectives are achieved and the 170. The evaluation of the Board and the company's performance should be based on objective criteria. 171. Non-executive directors should take the lead in appraising the Board chairperson's effectiveness and performance. 172. The chairperson should act on the results of the perfo1111ance evaluation and address the strengths and weaknesses of the Board, its committees, individual directors, 131