Governance
The Board recognizes that in order to effectively play its role of setting out the Group’s strategy and reviewing the Group’s strategic direction, it must observe good corporate governance and comply with emerging global governance requirements. It is the Board’s responsibility to ensure the Group observes generally accepted principles of corporate governance as enunciated in the various codes on corporate governance as well as compliance with laid-down regulatory obligations. The Board is fully cognisant of the standards set out in the King Codes and the Zimbabwe National Code on Corporate Governance and ensures that these are complied with in the Group.
As a listed entity on the Zimbabwe Stock Exchange the Group is obliged to comply with the latter’s Listing Rules. The Group’s operations are also subject to laws and regulations imposed by government and local authorities. The Board ensures that every effort is made to comply with these laws and regulations to the latter. The Board meets four times a year.
Effective risk management is integral to our governance framework. We have implemented comprehensive risk management policies and procedures to identify, assess, and mitigate potential risks. This proactive approach enables us to safeguard our assets and maintain business continuity.
Board composition, balance and independence
The Board has eleven members: three executive directors, three non-executive directors and five independent non-executive directors. The Board is chaired by an independent non-executive director. By ‘independent non-executive’ is meant independence from management and absence of any business relationship which might have an impact on the director’s independence of judgment and ability to act in the best interests of the Group.
The Articles of Association and the Companies Act (Chapter 24:03) provide that at least one third of the directors must retire at every annual general meeting and, if eligible, seek re-election.
The role of the Board is to determine overall policies, plans and strategies of the Group and to ensure that these are implemented in an ethical and professional manner. The Board meets regularly, at least four times a year, and guides corporate strategy, risk management practices, annual budgets and business plans.
Special Board meetings may be convened on an ad-hoc basis when necessary to consider issues requiring urgent attention or decision. The Company Secretary maintains an attendance register of Directors for all scheduled meetings during the year through which Directors can assess their devotion of sufficient time to the Group.
The Board has overall responsibility for ensuring the integrity of the Group’s accounting and financial reporting systems including the independent audit, and that appropriate systems of control, risk management and compliance with laws are in place.
To ensure effectiveness, Board members have unfettered access to information regarding the Group’s operations which is available through Board meetings, Board and Management Committees as well as Strategic Planning workshops organised by the Group. Directors may, at the Group’s expense, seek independent professional advice concerning the Group’s affairs.
The Board appointments are made to ensure a variety of skills and expertise is represented on the Board. A third of the Directors are required to retire on a rotational basis each year along with any Directors appointed to the Board during the year.
Executive directors are employed under performance driven service contracts setting out responsibilities of their particular office.
Role and responsibilities of the Board
The Board’s principal role is to formulate the Group’s strategy and review its strategic direction. It also maintains oversight of the performance of management with a view to ensuring the successful performance of the business.
Apart from the scheduled meetings at which it reviews the Group’s performance, the Board has access to senior management through which Directors can receive regular updates on the Group’s performance.
Directors also have direct access to the services of the Group Company Secretary who is accountable to the Board and who, through the board Chair, ensures that the Board and its committees follow and maintain sound corporate governance procedures. The Board is responsible for the preparation and presentation of the Group’s financial statements. It is the Board’s responsibility to ensure that the financial statements give a true and fair view of the Group’s state of affairs at the end of each financial period.
Committees to assist the Board exercise its authority
The Board has in place committees which assist it in dealing with issues in specific areas. The committees are governed by terms of reference set and approved by the Board. The committees report to the Board and make recommendations to it on matters dealt with by them. The Chairperson of each committee presents a report to the Board on behalf of the committee at every board meeting. Apart from dealing with specific matters delegated to them by the Board, the committees’ existence ensures that high standards of corporate governance are maintained in the Group.
The said committees are as follows:-
Note: Following changes in the Directorate, the Board Committees will be reconstituted and updated accordingly.
