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Botswana Code of Corporate Governance: Key Takeaways

The Botswana Code of Corporate Governance outlines various best practices and responsibilities for directors and boards of companies operating in Botswana. Here are some key points that can be derived from this code:

Appointment and Preparation

• Directors’ Mindset: Directors should come to board meetings with an open mind, without any preconceived notions about the issues at hand.
• Time Commitment: Directors must ensure they have adequate time and effort to dedicate to their duties.

Chairman’s Role

• The chairman plays a crucial role in ensuring:
  • Effective participation and contribution from all directors
  • Balance of power within the board
  • That the board is in control of company affairs

Nominations Committee

• One sub-committee should be a nominations committee chaired by the board chairman to recommend new appointments to the board based on skills and representivity needs.

Director Responsibilities

• Directors must carry out their duties with:
  • Good faith
  • Care
  • Skill
  • Diligence (as outlined in sections 130 and 158 of the Botswana Companies Act)

Sub-committees

• Each sub-committee should have written terms of reference setting out:
  • Membership
  • Resources
  • Duties
  • Authority
  • Meeting procedures
  • How it will account to the board

Board Governance

• The board should ensure the company complies with all laws, regulations, standards, or codes relevant to its business.
• Set the tone at the top in regard to ethical behavior.

Note: This article appears to be an extract from a larger corporate governance code. Therefore, some context may be missing for a more comprehensive understanding of the requirements and recommendations outlined.