Cap. 10:31 PuBuc EN-nTrEs CoRPoRA.TE GovERNANCE No. 4/2018 "board", in relation to a public entity, means the members of the goveming body of the entity, by whatever name called, holding positions comparable to those of the directors of a company; "board charter" is the document which. in addition to outlining the mission and values of the public entity for which a board is responsible, sets fi.11th how board members will discharge their duties and the standards of conduct to which they will be held in that capacity; "board member representing minority interests", in relation to a company or other entity which is government-controlled but in which one or more other persons have interests, means a member of the entity's board representing those other persons; "chief executive officer", in relation to a public entity, means the person who, either alone or jointly with one or more other persons, is responsible under the direct authority of the entity's board for the conduct of the entity's activities; "code of ethics'', in relation to a public entity, is the document outlining the mission and values of the public entity, how employees of the entity are supposed to discharge their duties and resolve problems consistently with the entity's values, and the standards of conduct to which employees will be held towards each other and the public in their capacity as employees; "constitutional Commission'' means a Commission established by the Constitution; "enabling instmment ", with reference to any public entity, means the instmment (whether or not embodied in a single document) that establishes the entity and governs its functions, powers and procedure, and with reference to-(a) a constitutional Commission, includes the Constitution and any enactment governing the Commission's functions and procedure; (b) a statutory body other than a constitutional Commission, means the enactment by or under which that body is established; (c) a company, means the memorandum and articles of association or other foundational document establishing the company that is filed with the Companies Registry in accordance with Companies Act [Chapter 24:03]; (d) an entity established under an agreement for a partnership or joint venture between the State and any other person, which entity is declared in tenns of subsection (2) to be a public entity, means the agreement establishing that entity; (e) an entity declared in terms of subsection (2) to be a public entity other than one described in the foregoing paragraphs, means the operative, constitutive or foundational document of that entity; "executive member", means a member of the board who is employed by the entity in a managerial or teclmical capacity; "fixed date" means the date fixed in terms of section 1(2) as the date of commencement of this Act; 'Good Corporate Governance Code" means the National Code on Corpomte Govemance set forth in the First Schedule; "head of the line Ministry" means the Secretary of the line Ministry; "head of the Unit "means the head of the Unit referred to in section 5(2); "independent member", in relation to the board of a public entity, means a board member who does not have a pecuniary or material relationship \Vith the entity or an associated person of the entity; 77

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