- Directors must act in the best interest of the company including all its stakeholders.
- Directors must fully understand the importance and responsibility of holding the position. Many lives are at stake should the company fail whether temporarily or permanently.
- Directors to display an effective oversight (supervision) – being sceptical, inquisitive, investigative, comparison, etc.
- The Board of Directors composition must be reviewed annually to ensure that independence and capacity still exists.
- Annual declaration of directors interests must be signed by all directors and submitted to the Company Secretary. Declaration must be used to check for Conflict of Interest (“CoI”) and the Company Secretary must report to the Board whether or not there are CoI identified for each director.
- Board charter in-place & annual review and sign-off by each director.
- Directors must understand fully the Value Chain and Key Business Drivers of the Entity.
- Knowledge and understanding of business and industry is fundamental & continuing updating of knowledge.
- Company Risk Register must be understood & reviewed and approved annually by the Board.
- Company Legal Register must be understood & reviewed and approved annually by the Board (for applicable legislations where it operates).
- 40% of directors service must be within 5 years of service as a Director. Balance between knowledge of the business and independence must be achieved and regularly reviewed.
- Directors fee should not exceed 5% of total earnings of the director from all income sources [declared annually].
- Directors to think of their actions or non-actions at all times.
- Directors must implement a procurement policy which is fair, equitable, transparent, competitive and cost-effective.
- Boards meeting agenda must be driven by Non-Executive Directors/Supervisory Board.
- NEDs must have and represent all the skills & knowledge specific for the company.
- Implementation of whistle-blower system.
- Directors to guard against influence of one individual or a group. Directors equally responsible.
- Board must have a media policy and strategy.
- Assess shareholders ability to fund the business, and external lines of credit.
- Board must have an appropriate balance of age categories to ensure expertise and succession.