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; 119

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