Please Explained detailed in every bullet
2. Boards and Directors 2.1. The Board 2.1.1. The board is the focal point of the corporate governance system. It is ultimately accountable and responsible for the performance and affairs of the company. Delegating authority to board committees or management does not in any way mitigate or dissipate the discharge by the board and its directors of their duties and responsibilities. 2.1.2. Given the positive interaction and diversity of views that take place between individuals of different skills, experience and background, the unitary board structure with executive and non- executive directors interacting in a working group remains appropriate for South African companies. 2.1.3. The board must give strategic direction to the company, appoint the chief executive officer and ensure that succession is planned. 2.1.4. The board must retain full and effective control over the company, and monitor management in implementing board plans and strategies. 2.1.5. The board should ensure that the company complies with all relevant laws, regulations and codes of business practice, and that it communicates with its shareowners and relevant stakeholders (internal and external) openly and promptly and with substance prevailing over form. 2.1.6. The board should define levels of materiality, reserving specific power to itself and delegating other matters with the necessary written authority to management. These matters should be monitored and evaluated on a regular basis. 2.1.7. The board should have unrestricted access to all company information, records documents and property. The information 42 needs of the board should be well defined and regularly monitored. 21.8. The board should consider developing a corporate code of conduct that addresses conflicts of interest, particularly relating to directors and management, which should be regularly reviewed and updated as necessary. 21.9. The board should have an agreed procedure whereby directors may, if necessary, take independent professional advice at the company's expense. 21.10. Every board should consider whether or not its size, diversity and demographics make it effective. 21.11. The board must identify key risk areas and key performance indicators of the business enterprise. These should be regularly monitored, with particular attention given to technology and systems. 21.12. The board should identify and monitor the non-financial aspects relevant to the business of the company. 2.1.13. The board should record the facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead or why it will not, and in that case, what steps the board is taking to remedy the situation. 2.1.14. The board should ensure that each item of special business included in the notice of the annual general meeting, or any other shareowners' meeting, is accompanied by a full explanation of the effects of any proposed resolutions. 2.1.15. The board should encourage shareowners to attend annual general meetings and other company meetings, at which the directors should be present. More particularly, the chairpersons of each of the board's committees, especially the audit and remuneration committees, should be present at the annual general meeting. 2.1.16. A brief CV of each director standing for election or re-election at the annual general meeting should accompany the notice contained in the annual report. 2.1.17. Every board should have a charter setting out its responsibilities, which should be disclosed in its annual report. At a minimum, the charter should confirm the board's responsibility for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the company's risk management and internal controls, communications policy, and director selection, orientation and evaluation. 2.1.18. The board must find the correct balance between conforming with governance constraints and performing in an entrepreneurial way
