Statement of corporate governance
General Principles
The Board affirms its commitment to the principles of openness, integrity and accountability and to the provision of timeous, relevant and meaningful reporting to all stakeholders.
The Board
The Board of Directors currently comprises two executive and six non- executive Directors. This structure, concurs with the principles set out in King IV report where a preferred majority of non-executive Directors is mandated.
The details of each Director are as follows:
Chairman - Zondi Kumwenda
Appointed to the Board in June 2013. Mr Kumwenda is the former Chief Executive Officer for Zimplow Limited a company listed on the Zimbabwe Stock Exchange. He serves on boards of many other companies. He was appointed Chairman on 20 November 2013.
Deputy Chairman - Kenneth Schofield
Appointed to the Board in November 1993. He is a Director of a number of other Zimbabwean companies.
Executive Director - Elias Hwenga
Joined the Group in February 2004 as the Group Finance Executive and was appointed to the board in September 2008. He was appointed Chief Executive Officer in October 2010. He is also a director of Radar Investments and Radar Properties and serves on the boards of several other Zimbabwean and international companies.
Directors
Director - Happymore Mapara
Appointed to the Board in June 2013. He is a Executive Director of Cosmos Capital and sits on various other boards.
Director - Mufaro Chauruka
Appointed to the Board in January 2016. Mr Chauruka is the founding Managing Director of Mozambique Reinsurance Company, a position he holds to date.
Director - Walter Zimunya
Appointed to the Board in December 2014. He is also a Director of Radar Investments (Private) Limited and Radar Properties (Private) Limited.
Director - Nellie RF Tiyago-Jinjika
Appointed to the Board in February 2020. Nellie is a partner at Scanlen Holderness. She also serves on boards of other Companies.
Director - Tafadzwa G. Nyamayi
Appointed to the Board in July 2020. Qualified Chartered Accountant with over 10 years audit / operations / finance experience in alternative investment firms.
Roles & Responsibilities
The Executive Directors generally have responsibility for making and implementing operational decisions on running the group’s businesses. Non-Executive Directors complement the skills and experience of the Executive Directors, contributing to the formation of policy and decision making through their knowledge and experience of other businesses and sectors. All Directors bring an independent judgement to the issues of strategy, performance and resources, including key appointments and standards of conduct.
The roles of Chairman and Group Chief Executive are separate with responsibilities divided between them.
Directors are subject to retirement and re-election by Shareholders in accordance with the Articles of Association which provides that all Directors are subject to election at the first annual general meeting following their appointment and thereafter one third of the Directors retire by rotation with the exception of the Chief Executive Officer whose appointment is set for a renewable period of five years in terms of Article 118.
The Audit, Risk and Finance Committee
The Audit Committee, having a majority of non-Executive Directors, was chaired by Mr H. Mapara with other members being Messrs’ M. Chauruka and K.R.R. Schofield. The Committee meets four times a year.
The Audit Committee is attended by the external auditors, internal auditors, the Chief Executive Officer and Financial Director in addition to other members of the management team as required.
The Audit Committee reviews with management, that adequate and appropriate internal controls are in place and are appropriate to meet current and future needs; that significant business, strategic, statutory and financial risks have been identified and are being monitored and managed; that appropriate standards of governance, reporting and compliance are in operation; and it advises the Board on issues relating to the application of accounting standards to published financial information.
Nomination & Remuneration Committee
The Committee consists of two non executive directors and the Chief Executive Officer attends by invitation. The Committee is chaired by Mr Z. Kumwenda. It is responsible for making recommendations on all major policy issues including Board appointments and the remuneration policy of executive directors and senior management. The objective of the policy is to ensure that the right calibre of management is recruited and retained. 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 group’s remuneration philosophy.
The Executive Committee
The group has established, as a sub-committee of the Board, an executive management committee designed to assist the Chairman and Chief Executive Officer in managing the group. Whilst the authority of the Chairman and Chief Executive Officer are unrestricted as far as management is concerned, the Board, as a whole, sets the overall tenor and parameters necessary. This Committee is designed to assist in the daily operation of the group when the Board is not in session but is subject to the prevailing statutory limits and terms of reference set out by the Board.