No. 4/2018 PuBLIC ENnTrEs CoRPORATE GovERNANCii (b) Cap.l0:31 have an appropriate balance between executive and non-executive directors and not less than sixty percent of board members should be nonexecutive directors and the majority of non-executive directors should be independent. 91. The roles of the chairperson of the Board and chief executive officer should be kept separate and where the two roles are merged, special reasons for combining the roles should be disclosed and the safeguards provided in this Code must be implemented. 92. The Board should, where appropriate through committees composed only of independent non-executive members or in which such members are in the majority. It should have in place properly formulated terms of reference \vhich include the scope of authority, composition, roles, responsibilities and duties of the cotmnittees. The essential committees are Audit Committee, Risk Committee, Dispute Resolution Committee and Remuneration Committee. 93. A proper balance should be maintained between continuity of Board membership and the sourcing of new ideas through the appointment of new members. 94. Every Board should consider whether its size, diversity and demographics make it etTcctive. Diversity relates to academic qualifications, technical expertise, relevant industry knowledge, experience, nationality, age, race and gender. 95. When determining the number of directors to serve on the Board, the collective knmvledge, skills, experience and resources required for conducting the business of the Board should be considered. 96. Factors that determine the mm1ber of directors to be appointed indude(a) the evolving circumstances, the needs of the company and the nature of its business; (b) the need to have sufficient directors to structure Board committees appropriately; (c) potential difficulties of raising a quorum with a small Board; (d) the need to comply with regulatory requirements. 97. As a minimum, two executive directors should be aptx>inted to the Board, being the chief executive officer and the director responsible for finance. This will ensure that there is more than one point of contract between the Board and management. As a minimum, three non-executive directors should be appointed to the Board, the majority of them being independent. 98. Board members should not serve on more than six boards at the same time and should this threshold be exceeded, the Board members conc,~med should give good and sufficient reasons for that and demonstrate ability, availability and capacity to discharge their roles. functions and duties in ways which best serve the interests of the company, its shareholders and other sta.lceholders. Such reasons must be subjected to scmtiny and approved by a resolution of at least fifty percent of shareholders present at a meeting convened for that pmvose. 99. A person should not be appointed as chairperson of more than four boards and should tllis threshold be exceeded, then the person concerned should offer good and sufficient reasons for that and demonstrate ability; availability and capacity to discharge their roles, functions and duties in ways \Vhich best serve the interests of the company, its shareholders and other stakeholders. Such reasons must be subjected to scrutiny and approved by a resolution of at least sixty percent of shareholders present at a meeting convened for that purpose. 100. A director of a subsidiary company should not be appointed to sit on the Board of the holding company except as an alternate director for succession planning purposes. 122