No. 4/2018
PuBLIC Er-;·rrrrEs
(l)
CoRPOHATE GovERNANCE
Cap.10:31
the company's major shareholders and other stakeholders are identified and
a clear policy on communicating with and relating to them is fmmulated;
(m) the annual activity report of the company is submitted to the shareholders'
meeting for its adoption.
DuTIEs oF DIRECTORs
Principles
61. Directors have legal duties of good faith, loyalty, care, skill and diligent in
the discharge of their function.-;. They also have duties which are conscience-based and
rellect their culture and values.
62. The duty of good faith and loyalty requires that directors should honestly
apply their minds and act in the best interests of the company at all times, ensure that
there is no conflict between their interests and those of the company, and that they are
loyal to the company and its business.
63. The duty of care requires that directors should act with the degree of care
expected of a reasonable person in charge of the assets of an incapacitated person.
that they are good stewards of the company's assets, and that they apply their minds
honestly in making decisions concerning the company's business.
64. The duty of diligence requires that directors should understand the infom1ation
given to them and come to any decision-making forum fully prepared and informed
about the issues to be discussed. In this regard directors must study, understand and
implement every duty imposed upon them by law or by best practice.
Moral Duties
65. The moral duty of conscience requires that directors should act with intellectual
honesty and independence of mind in the best interests of the company and in accordance
with the principle of inclusive stakeholder approach to corporate governance.
66. The moral duty of character requires that directors should be of, and show,
good character in whatever they do for the company and t1L:'lt they are always candid
and possess the courage to do the right thing.
67. The moral duty of hard work requires that directors should always see personal
benefits as being by-products of hard work.
68. The moral duty of patriotism and survival in the face of adversity requires
that directors should work for the good of the country and be resourceful, innovative
and creative especially when faced with difficult circumstances.
69. The moral duty of inclusivity requires that directors should take an inclusive
approach by embracing the legitimate interests and expectations of the company and
all its stakeholders in decision making and strategy.
70. The moral duty of common sense requires that directors should have the ability
to listen and to find their way in the world of business.
71. The moral duty of speaking the truth all the time requires that a director should
not only always speak the truth but should also show that he or she believes in what
he or she says and acts on it.
72. The moral duty of courage requires that a director should overcome fear in
order to do the right thing; that he or she should take a position even if it makes him
or her unpopular and that he or she should create an ethical environment even when
{aced with opposition from superiors and subordinates.
73. The moral duty of conviction requires a director to show commitment and
passion in whatever he or she does.
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