No. 4/2018
Ptmuc ENTITIES CoRPORATE GoVERNANCE
Cap.10:31
the chief executive officer, the company secretary, head of internal audit and its service
providers.
173. Individual and collective evaluation of board members should aim to
determine whether each director continues to contribute effectively and demonstrate
commitment to the company, its shareholders and other stakeholders.
174. The chairperson should regularly review the performatKe of individual
directors and, where necessary, agree with each one of them on their training and
developmental needs.
Recommendations
175. The Board, through its nomination conunittee, should establish fair and
transparent standards and procedures for the assessment of its performance and
etlectiveness.
176. The annual repott of the company must reflect the results of the evaluation
of the Board and its committees.
177. As part of assessing its etiectiveness the Board should, through its nomination
committee, regularly review the required mix of skills and experience in its composition
and other factors, such as its diversity.
178. The evaluation of individual directors should(a) take into account their contribution to the Board as measured against their
duties;
(b)
be led by the chairperson, through the nominations conunittee, or by an
independent service provider; and
(c)
be catTied out on notice to them advising that they will be individually
assessed and of the criteria and procedures to be used during the
assessment.
179. The evaluation of the chairperson of the Board requires that(a)
an independent non-executive director of the Board or a senior independent
non-executive director or independent service provider should be
appointed by the Board to lead the process; and
(b)
the chairperson should not be present when his or her performance is
discussed by the Board.
180. The evaluation of the chief executive office and other executive directors
should be(a)
can-ied out at least once a year by the chairperson of the Board or by the
nomination committee;
(b)
an evaluation of their performance as both directors and executives of
the company;
(c)
a guide to the remuneration conunittee in detemuning their remuneration.
181. The evaluation of the Board and its members requires that(a)
data for their performance assessment and appraisal should, among other
things, come through questionnaires prepared by an outside service
provider known for its competence, experience and skill;
(b)
data should be collected through self-review and peer review procedures
under the supervision of the company secretary;
(c)
the analysis of the data and findings thereon should be done by a neutral
service provider.
132
Select target paragraph3
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