Governance
The Group is committed to maintaining the highest standards of corporate governance, including transparency and accountability in all aspects of its operations. The establishment of subsidiaries within the Group is carefully managed to ensure compliance with best practices recommended by the King IV Report on Corporate Governance of South Africa, the National Code on Corporate Governance in Zimbabwe (Zimcode) and other international best practices. The Board of Directors is responsible for the overall corporate governance of the Company and its subsidiaries. The Group complies with the Listing Requirements of the Zimbabwe Stock Exchange (ZSE), Securities and Exchange Commission of Zimbabwe, the Reserve Bank of Zimbabwe (RBZ) and the Insurance and Pension Commission (IPEC), and other relevant Acts and regulations governing the sectors in which it operates, as well as the provisions of its own Memorandum and Articles of Association.
Board Evaluation
The ZBFHL Board undertakes an annual self-assessment exercise to evaluate the effectiveness of the Board’s functioning and processes. This review allows the Board to reflect on its performance, identify areas for improvement, and implement measures to enhance the Board’s overall efficiency and decision-making capabilities.
Board Appointment
The appointment of Directors to the ZBFHL Board is conducted through a formal and transparent process. The Board Nominations Committee is responsible for ensuring that the selection of Directors aligns with the strategic needs of the business. New Directors undergo an induction program that focuses on their duties and responsibilities to the Group and its stakeholders. The Directors are kept informed of any new relevant legislation and evolving commercial risks that may impact the Group. The Group’s Non-Executive Directors are appointed based on their different skills and expertise to enable them to exercise independent competent judgment on the issues affecting the Group from time to time. Article 68 of the Company’s Articles of Association requires one third of the Company’s Directors to retire by rotation annually. Retiring Directors are eligible to stand for re-election at regular intervals not exceeding three years.
Board Responsibility
The Board of Directors operates under a formal Board Charter, which outlines the Board’s broad mandate and responsibilities. Foremost, the Board is tasked with establishing the strategic direction of the Group and providing oversight to ensure the effective implementation of that strategy by the management team. Additionally, the Board is responsible for appointing and removing the Group Chief Executive Officer, as well as overseeing the development and succession planning for both the Board and Executive Management. The Board plays a critical role in monitoring the Group’s compliance with all relevant legal, tax, and regulatory obligations, while also reviewing and overseeing the systems of risk management, internal controls, codes of conduct, continuous disclosure, and other significant corporate policies.
Board of Directors
The Board of Directors comprises two Executive Directors and five Non-Executive Directors. The Board acting Chairman is an Independent Non-Executive Director. The Group’s operations are controlled by the Group Executive Committee, the Group Chief Executive Officer, Cluster Chief Executive Officers, and the respective company executive officers who are accountable, through regular reports, to the Board.
Commitees
To enable the ZBFHL Board to effectively fulfil its responsibilities of formulating the Group’s strategy and providing oversight on key issues, the Board established the following Board Committees:
