Pusuc ENTITIES CoRPORATE GovERNANCE No. 4/2018 (e) (f) Cap. 10:31 any discontinuance of the business of the company whose sales accounted for at least 10% of sales revenue for the fiscal year preceding the reporting year; any changes in the company's priority areas of operation. 299. During preparations for a general shareholders' meeting and during such a meeting shareholders must be given cost effective information on each item of the agenda. 300. If the company's reorganization or restructuring is on the agenda of the annual general meeting the following information must be given to shareholders(a) the rationale for the company's re-·organization or restructuring; (b) the opinion of a professional securities market expe11 on the re-organisation or restmctming; (c) annual statements and annual balance sheets for the preceding three fiscal years of all entities taking part in the re-organization or restructuring; (d) prospects for the company's development, including sales, productivity, market share, income generation and profitability; (e) major Iisk factors; (f) relationships with competitors; (g) a review of the most significant transactions of the company during the year. 301. The age, profession, principal place of \Vork, citizenship and other attlibutes of each Board member should be disclosed in the annual repmt, including when the member was first appointed and when such member was appointed to his or her cunent position. 302. The annual report should incorporate a statement by the chairperson of the Board and a statement by the chief executive officer or managing director in which they evaluate the company's performance during the year. 303. Information, knowledge aud experiences which constitute trade or professional secrets or is commercially sensitive must be protected from disclosure. 304. The Board should consider and approve an internal company document on information that constitutes credible professional and trade secrets and specify the items that constitute trade or professional secrets including Board members' engagement contracts. 305. Contracts of employment should include provisions on non-disclosure of information, knowledge and experience which constitute trade or professional secretes of the company. 306. The company's management must inform the Board whether the company's ICT function is(a) on track to achieve its objectives; (b) resilient and agile enough to adapt to strategic needs; (c) adequately protected from the risks it faces; (d) capable of revealing any opportunities that can be recognized and proactively exploited. 307. The chief executive officer should appoint a person responsible fur the management of ICT who(a) serves as a blidge between ICT and the business; (b) understands the accountability and responsibility of ICT; 148

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