Principles Of Corporate Governance

The Board is committed to the principles of good corporate governance and best practices, which endorse a culture of business ethics, openness, transparency, integrity and accountability in its dealings with all stakeholders.

Key Governance Parameters

The primary objective of any system of good corporate governance is to ensure that Directors, executives and managers, to whom stewardship of companies is entrusted by the shareholders, carry out their responsibilities faithfully, effectively and efficiently.

The Group’s structures, operations, policies and procedures are continuously assessed and updated for compliance with the law and generally accepted standards of good corporate governance.

Ethics

Directors and employees are required to observe the highest ethical standards, ensuring that business practices are conducted in a manner which, in all reasonable circumstances, is beyond reproach. In this regard, the Group has a detailed code of ethics for all levels of employees.

In line with the Zimbabwe Stock Exchange listing requirements, the Group observes a closed period prior to the publication of its interim and year-end financial results, during which period Directors, officers and employees may not deal in the shares of the Group. Where appropriate, this restriction is also extended to include other sensitive periods.

The Group is committed to providing equal opportunities for its employees regardless of race, tribe, place of origin, political opinion, colour, creed or sex.

The Group recognises the need for orderly consultation and discussions through workers committees, works councils, departmental and liaison meetings and other collective bargaining fora.

These structures, which are designed in consultation with employee representatives, are intended to achieve good employer/employee relations as well as promote productivity, safety and loss control.

The Group aims to create wealth and to contribute to development by operating its business with due regard for economic, social, cultural and environmental issues. Safety, health and environmental issues, therefore, receive special attention.

Board Committees

In line with principles of good corporate governance, the Company constituted two permanent Board Committees to assist the Board in the discharge of its responsibilities as described below:-

The Committee consists of three Non-Executive Directors and the Chief Executive Officer, with the Finance Director attending as ex-oficio. The internal and external auditors attend the meetings and have unrestricted access to the Chairman of the Committee. The Committee meets at least twice a year.

The function of the Audit Committee is to advise the Board on all matters relating to corporate governance and regulatory issues. In particular, it monitors financial controls, accounting policies, accounting systems and assesses the processes of identifying, monitoring and managing business risks. The Audit Committee monitors the Internal Audit Charter, plans, programs, reports and recommends the appointment of external auditors.

The Committee consists of two Non-Executive Directors and the Chief Executive Officer. The Remuneration Committee is responsible for making recommendations on all major policy issues, including Board appointments, investments and the remuneration policy of Executive Directors and senior management.

The Committee also considers, at Board level, remuneration levels and conditions of service of staff to ensure that these are fair, appropriate and in line with the market and the Company’s remuneration policy.