Cap. 10:31
Pl.3Bllc ENTITIES CoRPORATE GovERNANCE
(o)
(p)
No. 4/2018
{v) banks, development finance institutions, non-banking finance
institutions, insurance companies, and mutual funds;
(vi) shareholders with ten percent or more voting rights and how they
are related;
a full statement on the responsibilities of the directors;
relevant balance sheet transactions and the materiality level for disclosure.
293. Every company should disclose to its shareholders and other stakeholders
the essentials of its dividend pol icy, including(a) how the company determines the portion of the profits to be paid out as
dividends;
(b) conditions for the payment of dividends;
(c) the minimum amount of dividends for each category or class or shares;
(d) the cliteria and basic rules used by the Board for making decisions on
payment of dividends;
(e) the distlibution of net profits;
(f) the procedure for payment of dividends, if anyone were paid;
(g) the reasons for non-payment of dividends, if none were paid.
294. Voting agreements among shareholders must be disclosed to the company
and to the stakeholders.
295. All transactions involving property of the company whose value is equal
to or in excess of 2% of the current assets of the company and which may atTect the
market price of the company's shares must be disclosed.
296. Reasons for issuing new shares and the names of the purchasers, especially
those who purchased or intended to purchase a large percentage of the shares, should
be disclosed to the company's stakeholders.
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297. The company's financial IX)Sition should be disclosed as required by law, in
particular(a) the net profit of the company as a whole, including the net operating profit,
the net profit per share, and the net operating profit per share;
(b) details of changes in asset composition and structure over the three years
preceding the repmting date;
(c) details of change in asset composition and structure over the three years
preceding the reporting date;
(d) estimates of current and prospective liquidity of assets;
(e) profitability analysis;
(t) the percentage share of exrXJrt income of the company, if any;
(g) assessment of the factors that influence the company's financial position
and the results of its financial operations in the preceding year;
(h) market trends that are likely to affect the company's financial position.
298. Information on critical factors that may be material to shareholders and
investors must be disclosed to them inciuding(a) any change of the company's name.
(b) decisions on increasing or decreasing the authorised and issued capital;
(c) any acquisition by the company of its own shares. the sources of funds to
acquire the shares, the quantity of shares acquired, the acquisition price
and the reason for the acquisition;
(d) any increase or decrease in the company's share price of at least 5%;
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