Board Governance Guidelines

Leadership and Integrity

The Board must exercise leadership, integrity, and sound judgment in directing the Company. Every decision should prioritize the Company’s long-term prosperity and take into account the legitimate interests of stakeholders.

The Board is responsible for:

• Ensuring senior management fosters a culture of ethics and accountability.

• Embedding company values in all policies, strategies, and operations.

• Aligning board conduct with high standards of integrity and transparency.

Principles of Good Governance

1. Responsibility – The Board is accountable for the Company’s assets, actions, and strategic direction.

2. Accountability – Directors must justify decisions and actions to shareholders and stakeholders.

3. Fairness – Stakeholder interests must be considered equitably.

4. Transparency – Information must be disclosed clearly to enable informed analysis of performance and sustainability.

Fiduciary Duties of Directors

Directors owe duties to the Company—not to nominating authorities or external interests. These include:

• Acting within powers – exercising authority only for its intended purpose.

• Promoting the success of the Company – considering long-term impact, stakeholder relationships, environmental and community effects, and business reputation.

• Independent judgment – making decisions free from external influence.

• Reasonable care, skill, and diligence – applying both expected industry knowledge and personal expertise.

• Avoiding conflicts of interest – identifying, disclosing, and managing conflicts.

• No acceptance of third-party benefits – unless directly related to contracted services.

• Declaring interests – being transparent about personal interests in company transactions.

Qualities of Effective Directors

Directors must embody:

• Conscience – honesty and independence of mind.

• Inclusivity – considering diverse stakeholder interests.

• Competence – relevant knowledge and continuous development.

• Commitment – diligence and adequate time dedication.

• Courage – making bold, ethical decisions in the Company’s interest.

Board Policies and Procedures

The Board must establish clear and transparent systems for:

• Remuneration and performance-linked pay.

• Stakeholder communication and corporate disclosure.

• Dispute resolution mechanisms.

• Policies to attract, retain, and evaluate board members.

Subsidiary boards must follow the same principles, with the main Board maintaining overall governance responsibility and ensuring adequate oversight across all entities.

Oversight and Accountability

The Board has overall responsibility for strategic objectives, risk management, and governance. It must:

• Provide clear policies for senior management.

• Monitor risks, opportunities, and governance practices.

• Ensure directors remain informed about business conditions.

• Appoint, re-elect, or remove directors through transparent processes.

Board Composition and Independence

• At least three-fifths of members must be Non-Executive Directors.

• At least one-third must be Independent Directors.

• The Chairperson and CEO roles must be separate.

• Diversity in expertise, gender, and background is required.

Chairperson vs CEO Roles

• Chairperson – an Independent Non-Executive Director providing leadership, ensuring effective oversight, and fostering open debate.

• CEO – responsible for day-to-day operations, policy implementation, and management accountability to the Board.

Governance Standards and Compliance

• The Board must meet at least quarterly, with members attending at least 75% of meetings.

• Governance audits must be conducted annually by a certified professional accredited by ICPSK.

• Legal and compliance audits must be conducted periodically.

• The Board must ensure adherence to all laws, regulations, and codes of practice.

Shareholder and Stakeholder Engagement

• Shareholders must receive timely and sufficient information for AGMs.

• Stakeholders’ interests should be integrated into strategy and decision-making.

• Communication must be transparent and inclusive.

Risk Management and Internal Controls

• Independent risk management and compliance functions must be in place.

• Regular reviews of internal control systems are required.

• Financial reporting must comply with IFRS and ensure accuracy and transparency.

Director Eligibility and Tenure

• Directors must meet fit and proper criteria (e.g., age, shareholding limits, conflict of interest restrictions).

• Re-election is required every 3 years, with proper performance evaluations.

• Directors over 70 must resign unless re-approved by shareholders.