Cap. 10:31 Pum1c ENnTIES CoRPORATE GovE&'IANCE No. 4/2018 346. Loan agreements between a company and its executive directors or persons of equivalent level and officers are discouraged except where they are part of a compensation scheme for company executives or employees but only to the extent sanctioned by their contracts of employment or by the Board. 347. A company must establish mechanisms, procedures and systems whereby(a) a majority of minority shareholders can trigger mediation, conciliation or arbitration procedures to resolve conflicts between minority and controlling shareholders; and (b) conflicts between shareholders and the company or between controlling shareholders and minority shareholders can be resolved through mediation, conciliation or arbitration. 348. Hiring of the company's external auditors for non-audit services is discouraged. External auditors should not be members of the Board. 349. A business courtesy, such as a gift, contribution or entertainment should never be offered in circumstances that might create the appearance of an impropriety. 350. It is inappropriate to divert corporate funds, assets or profits to political causes. 351. Company directors, officers and employees must avoid situations that compromise their impartiality. 352. A company should not appoint as its chief executive officer or chief finance officer its intemal auditor or a member of the external audit finn or their spouses, parents or dependent or non-dependent children unless a period of at least three years has expired after they ceased to be chief executive officer, chief finance officer, internal auditor or member of the external audit finn of the company, as the case may be. 353. Every listed company should prohibit the dealing in its securities by directors, officers and other selected employees of the company for a designated period preceding the announcement of its financial results. 354. Directors, officers and employees of the company should not, \Vhether for their benefit or for the benefit of other persons, opemte any business \vhich is of the same nature as, or competes with, the business of the company in which they are director, officer or employee, as the case may be, unless approval of the Board has been sought and obtained. 355. The appointment of nominee directors is discouraged. 356. A remuneration committee of the Board should be wholly composed of nonexecutive directors and an independent director as chairperson. 357. Non-executive directors or any committee or the Board should not determine the remuneration of non-executive Board members. This function should be given to a neutral professional company to make recommendations based on fairness, industry practice, Board member experience and contribution and the company's ability to pay. 358. Non-executive members should be in the critical majority on the Board. Dispute or conflict resolution 359. The company should give full and detailed answers to any reasonable queries raised or requests made by shareholders or other stakeholders. A denial of a request or query should be well founded and based on the provisions of the law or best practice. 360. When a shareholder or a stakeholder and the company have no dispute over the essence of their obligations, but disagree on the procedure for and time, manner and other conditions of perfmmance of the obligations, the parties should resolve the dispute amicably, quickly and inexpensively. 153