No. 4/2018 PuBLIC EN11TIES CoRPORATE (i) (j) GovERNANCE Cap. 10:31 obtaining appropriate responses to or feedback on specific agenda items and matters arising from meetings of the Board committees; raising any matters that may warrant the attention of the Board. BoARD PRACI'ICES AND PROCEDURES: THE BoARD's METHODS OF vVORK Principles 138. Board members, collectively and individually, should have clearly defined methods of discharging their roles, responsibilities and duties in order to achieve the company's goals. 139. The Board must have such number of meetings as will ensure that critical issues are properly ventilated, discussed and resolved and that decisions taken are implemented in a timely manner. 140. The Board must ensure that procedures, practices and systems are established to enable the Board to make informed decisions and implement them timeously. Recommendations 141. The Board should adopt methods of work, systems, procedures and processes which are designed to achieve effective interaction, decision making and implementation. 142. The Board should meet as frequently as is practicable and, in any event, it must meet at least once every quarter of the company's financial year. 143. Board members should attend all Board meetings and should, in any event. attend not less than seventy-five percent of the of Board meetings in a year and seventyfive percent of the committee meetings of which they are members. 144. The quomm of every Board or committee meeting must reflect a fair and reasonable representation of both non-executive and independent non-executive directors. 145. A board meeting should be held within one month after the date of the annual general meeting. At such meeting Board committees should be established and their chairpersons elected. 146. The Board must establish, develop and implement proper procedures, processes and systems for conducting its meetings including procedures for passing resolutions in exceptional circumstances. 147. Board meetings are best conducted in face to face discussions but written opinions and written voting preferences of absent members should be taken into considemtiou and should be counted towards the quorum. 148. A resolution on matters which the shareholders regard as impmtant should be passed by personal votes. 149. Board members should be notified of the date, place and time of a meeting, its fonnat and agenda well in advance to allow them sufficient time to consider and form an opinion on the agenda. 150. Methods of delivering the Board pack and other impottant company documents and information to Board members should be the most convenient and ac(.:eptablc to the members having regard to efficiency, reliability, secrecy and cost of delivery. 151. The agenda should be structured in such a way that it separates formal items from substantive items which require detailed submissions, debate and the passing of resolutions. 128