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Board
of Directors
The Board
of Directors has been
appointed
by the shareholders and
is
responsible to the shareholders
for
setting the direction of Zambeef
through
the establishment of strategic
objectives
and key policies.
The Board
consists of twelve directors,
of whom
eight are non-executive
directors
and four are executive
directors.
The Board considers the
nonexecutive directors
to be independent
as
described in the King II Report.
The
non-executive directors, drawing on
their
skills, experience and business
acumen,
have ensured impartial and
objective
viewpoints in decision making
processes
and standards
of
conduct. The mix of technical,
entrepreneurial, financial and business
skills of
the directors is considered
to be in
balance and to enhance the
effectiveness of the Board.
All
directors have had access to
management
and to such information
as was
needed to carryout their duties
and
responsibilities fully and effectively.
The
directors have stayed fully abreast
of the
group’s business through
meetings
with senior management
and site
visits.
One third
of the non-executive
directors
are subject to the rotation
provisions
contained in the groups
Code of
Corporate Governance and
the
Companies Act and retire at the
Annual
General Meeting.
Internal Control, Risk
Management and Internal Audit
The Board
is responsible for the
group’s
system of internal control and
risk
management and for reviewing
its
effectiveness. The Chief Internal
Auditor
has established the process
necessary
to implement clear operating
procedures, lines of responsibility and
delegated
authority.
The system
of internal control, which is
embedded
in all key operations, aims to
provide
assurance that the company’s
business
objectives are achieved
within the
risk tolerance levels defined
by the
Board. Regular management
reporting,
which provides a balanced
assessment
of key risks and controls,
is an
important component of Board
assurance.
The
company’s internal audit function
now has a
formal collaboration process
in place
with the external auditors to
ensure
efficient coverage of internal
controls
and to eliminate duplication
of effort.
The key features of the
internal
control system that operated
throughouth the year covered by the
financial
statements are described
under the
following headings:
IDENTIFICATION AND EVALUATION
OF
BUSINESS RISKS AND CONTROL
OBJECTIVES
The Board
has the primary responsibility
for
identifying the major business risks
facing the
group and for developing
appropriate policies to manage those
risks and
relies on the reports of the
Audit
Committee.
INFORMATION AND REPORTING
SYSTEMS
The group
operates a comprehensive
annual
planning and budgeting system
with an
annual budget approved by
the Board.
Reports include profit
forecasts
and cash flow statements,
which are
used in determining that
the group
is in line with its projected
trading/financial forecasts and that it
has
adequate funding for its current
and future
needs.
RISK
MANAGEMENT
The Board
identifies and monitors
risk
through the planning process, the
close
involvement of the executive
directors
in the group’s operations and
the
periodic monitoring of key issues
to ensure
that the significant risks
faced by
the group are being identified,
evaluated
and appropriately managed,
having
regard to the balance of risk,
cost and
opportunity.
MONITORING
The Audit
Committee considers
that there
have been no significant
weaknesses
in the system of internal
control
that resulted in any material
losses or
contingencies during the last
year or
the period from the balance
sheet date
to the date of this report. |
Board
Committees
Subject to specific fundamental,
strategic and formal matters reserved
for its decision, the Board has
delegated certain responsibilities
to standing sub-committees, which
operate within defined terms of
reference laid down by the Board, as
referred to below: The board has the
following sub-committees to assist it
with it’s duties:
- Executive Committee
- Audit Committee
- Remuneration Committee
EXECUTIVE COMMITTEE
The Executive Committee is chaired
by the Board Chairman, Dr Jacob
Mwanza, and its membership consists
of the two Joint Managing Directors
and three non-executive directors.
The committee is responsible for
advising the Joint Managing Directors
in implementing the strategies and
policies determined by the Board
and making quick decisions on issues
which cannot wait for the convening of
formal board meetings. The committee
is also responsible for monitoring the
performance of the company.
AUDIT
COMMITTEE
The Audit Committee is chaired by
Mr. Lawrence Sikutwa, non-executive
director, and its membership consists
of three non-executive directors and an
independent secretary. The Executive
Director, the Finance Director and the
Chief Internal Auditor attend, report
and participate at all meetings of the
committee, which ensures cohesion
with senior management.
The committee operates within defined
terms of reference and authority
granted to it by the Board.
The Audit Committee has met four
times during the financial year to
advise the Board on a range of matters,
including corporate governance issues,
effectiveness of internal control
policies and procedures, assessing
management of risks facing the
business. The committee is also
responsible for ensuring compliance
with laws and other regulatory
requirements. The primary role of
the Audit Committee is to ensure the
integrity of the financial reporting and
the audit process, and that a sound
risk management and internal control
system is maintained. The committee
provides an independent oversight of
the group’s system of internal control
and financial reporting processes,
including the review of the interim
and annual financial statements before
they are submitted to the Board to
final approval.
The Audit Committee is required to
ensure that all appropriate controls
and processes are in place to identify
all significant business, strategic,
statutory and financial risks and
that these risks are being effectively
monitored and managed. In pursuing
these objectives, the Audit Committee
oversees relations with the external
auditors and reviews the effectiveness
of the internal audit function.
The Audit Committee is not aware
of any significant cases of noncompliance
with the group’s Code of
Corporate Governance during the year
under review, nor is it aware of any
ascertainable risk from any litigation
pending, in progress or threatened,
which could be regarded as material
to the group’s financial position.
REMUNERATION COMMITTEE
The Remuneration Committee is
chaired by Mr. David Phiri, nonexecutive
director, and its membership
consists of three non-executive
directors. The two Joint Managing
Directors and the Executive Director
attend, report and participate at all
meetings of the committee but they
do not take part in any decisions
regarding their own remuneration.
The main responsibility of the
committee is to review and approve
the remuneration and employment
terms and conditions of the executive
directors and senior group employees.
The committee has a clearly defined
mandate from the Board aimed at
ensuring that the group’s remuneration
strategies, packages and schemes are
related to performance, are suitably
competitive and give due regard to
the interests of the shareholders and
the financial and commercial health of
the company.
In determining the remuneration of
the executive directors and senior
group employees, the Remuneration
Committee has aimed to provide
the appropriate packages required
to attract, retain and motivate the
executive directors and senior group
employees.
The
committee has considered and
submitted
recommendations to the
Board
concerning the fees to be paid
to each
non-executive director. Any
changes to
the fees are approved by
the Board
and the shareholders in a
general
meeting.
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