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 fully disclosed in the annual report of the company for approval by shareholders.

343. The scope of authority of an agent regarding the prevention, resolution and review of corporate conflicts must be clearly defined.

344. Full and timely disclosure of any conflict or potential conflict must be made to the Board.

345. In the extreme case of a continuing material conflict of interest, the person concerned should consider resigning from the Board or the company.

346. Board members, company executives and employees should always recognize that their primary responsibility is to act in the best interests of the company at all times.

347. 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.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE