354. 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.

355. Directors, officers and employees of the company should not, whether for their benefit or for the benefit of other persons, operate any business which 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.

356. The appointment of nominee directors is discouraged.

357. A remuneration committee of the Board should be wholly composed of non-executive directors and an independent director as chairperson.

358. Non-executive directors or any committee of 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.

359. Non-executive members should be in the critical majority on the Board.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE