383. A company should understand the context of the law within which it does its business and how other applicable laws interact with its business. 384. Compliance with applicable laws, rules, codes and standards should be pro-actively and systematically managed. Compliance issues should be regular items on the agenda of the Board even if this […]

379. The Board must make adequate and reasonable disclosure about the extent to which the company complies with laws, regulations, non-binding rules, codes and standards and give adequate and verifiable reasons for the extent of any non-compliance. 380. Where the Board delegates its compliance verification function to management or one of its committees, such delegation […]

374. The Board is responsible for the company’s compliance with applicable laws and non -binding rules, codes and standards and it should ensure that the company, its officers, employees and agents comply with and adhere to them. 375. The risk of non-compliance should form an integral part of a company’s risk management framework. 376. The […]

Preamble: 369. The nature and extent of compliance or enforcement of corporate governance principles depend on whether they are required by law or by best practice. If it is the law, then compliance with corporate governance principles is mandatory. Companies must comply or else they face legal consequences. If it is best practice, compliance and […]

364. Where a conflict arises between or among shareholders or between shareholders and other stakeholders, the Board or the CCR committee should act as intermediary in the conflict and may suggest outsourcing the dispute to a mediator or other neutral professional body for resolution. 365. An actual or potential conflict of interest involving a director, […]

360. 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. 361. When a shareholder or a stakeholder and the company have […]

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 […]

348. 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. […]

341. Supervising oneself is a typical conflict of interest situation and must be avoided hence the need to keep the positions of chairperson of the Board and chief executive officer separate. 342. Transactions between the company and a major or majority shareholder should be at arm’s length, transparent and the essential terms thereof must be […]

336. To ensure effective prevention and resolution of company conflicts, any conflict which arises or may arise should be identified at a very early stage and should be resolved effectively, expeditiously and efficiently. 337. Obtaining, attempting to obtain, or accepting any bribe, secret commission or illegal inducement of any sort may give rise to corporate […]