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Qualitative Corporate Governance. Fear. Intellectual honesty is the foundation The pillars are fairness, accountability, responsibility and transparency Processes must not be weapons of mass distraction Define the purpose of the business, its value drivers and identify its stakeholders

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  1. Qualitative Corporate Governance Fear Intellectual honesty is the foundation The pillars are fairness, accountability, responsibility and transparency Processes must not be weapons of mass distraction Define the purpose of the business, its value drivers and identify its stakeholders Performance is the ultimate social and economic responsibility Align processes with the best interests of the company The company’s stakeholders are its ultimate compliance officer Identify the major risks and key performance indicators Identify the sustainability issues pertinent to the business Integrate them in the long-term strategic plan Monitor management’s performance against the board’s strategic plans Competent and efficient internal audit and audit committee and independent external audit Greed • Q11: Does the long-term strategy incorporate the sustainability issues pertinent to the business of the company? • Duty of care • Q3: Is this a rational business decision based on all the facts? • Duties of Care, Skill & Diligence • Q1: Do I have any conflict? • Duty of Good Faith • Q10: Have we defined the purpose of the company, identified the value drivers and stakeholders of its business? • Duty of Care • Q4: Is this in the best interests of the company? • Duties of Good Faith, Care and Skill • Q2: Do I have all the facts to enable me to make a decision? • Duties of Care, Skill & Diligence • DIRECTOR’S DUTIES : • Good Faith – no conflict and intellectual honesty • Care – for the company’s assets as if one’s own • Skill – one’s practised ability applied for the company • Diligence – study the facts and understand the issues • Q5: Is the communication to stakeholders transparent? • Duties of Care, Skill and Diligence • Q9: Have I understood the board pack and the discussion at the boardroom table? • Duties of Care and Skill • Q6: Will the decision result in the company being and being seen to be a decent citizen and as acting responsibly towards and responsively to its stakeholders? • Duties of Care and Skill • Q7: Does this decision amount to good stewardship of the company’s assets? • Duties of Care, Skill and Diligence • Q8: Have I exercised intellectual honesty and naiveté? • Duties of Good Faith, Care and Skill Sloth Arrogance Pride 145

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