Cap. 10:31
PuBuc ENTITIEs CoRPoRATE GovF.RNANCE
No. 4/2018
74. The moral duty of creativity requires a director top inspire and generates
trust in others; think about others and their concerns before thinking about himself or
herself; trust in his or her intuition and rely on it as much as he or she relies on his or
her intellect and experience and embrace change, and uncertainty.
75. The moral duties enumerated above find expression in the concept of Umuntu
(Hunhu) which is expressed as Umunhu, Nxumuntu meaning "I am because you arc,
and you are because we are".
Recon1mendation
76. The Board of directors should not engage in selective corporate disclosure.
77. The Board should not permit a situation to develop whereby the company is
shunned by investors because of a failure of the directors to meet the legal and moral
standards set out in this Code.
78. Directors should bear in mind that there is a strong link between law and best
practice codes in respect of the principles of good govemance.
QuAUTIEs, MEMBERSHIP CRrrERIA AND QuALIFICATIONS OF BoARD MEMBERS
Principles
79. The Board should be composed of persons with good leadership qualities
and core competences required by the company required by the company, such as
accounting or financial expertise, legal skills, business and managerial experience,
industry knowledge and strategic planning experience.
Recommendations
80. The charter referred to in paragraph 56 should set out core qualities,
membership criteria and qualifications of Board members including the need for the
appointment of Board members who(a) are mature and have such minimum qualifications as may be prescribed
by the rules of the company;
(b) have integrity, good character, high credibility, probity, assiduousness,
knowledge, and skill and experience required to bring an independent
judgement to bear on issues of strategy, performance, resource
mobilisation and utilisation, key appointments and standards of conduct;
(c) are up to date with tax obligations;
(d) have the academic qualifications required to understand and provide
corporate leadership and enhance shareholder value, preferably a relevant
academic degree or other equivalent qualification as may be prescribed
by the Board;
(e) have the natural appetite for knowledge, self-improvement and the capacity
to define and achieve corporate goals in a timely manner;
(f) have the necessary emotional and social intelligence and the capacity to
do what is right and good, an attitude premised on an inner value base
which includes maximising benefits and minimising harm to others;
(g) have an internal disposition that inclines towards justice before profit
and truth before sales and a personality that makes principle rather than
popularity the arbiter of morality;
(h) have competence in their field of endeavour and pemmnent commitment
to quality performance and a spirit of dedication to achieving the greatest
good;
{i) have the ability to take into account the interests of all who may be affected
by the business decisions which they make before making them;
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