How We're Governed

Board Evaluation

Every year the board carries out a self-assessment of its performance during the year, based on its charter’s objectives. The company secretary is responsible for collating and reporting the findings from each board member. Board evaluation details and updates are provided in the annual report and on our website.

Areas covered in the self-assessment include:

  • Management of board meetings and discussions;
  • External and internal board relationships;
  • Skills of board members;
  • Reaction to events;
  • Chairman;
  • Chairman and CEO relationships;
  • Attendance and contribution in meetings;
  • Open channels of communication;
  • Risk and control frameworks;
  • Composition;
  • Terms of reference;
  • Committees of the board;
  • Company secretary;
  • Timeliness of information;
  • Board agenda;
  • AGM;
  • External stakeholders;
  • Induction and training; and
  • Succession planning.

Directors’ interests in other companies

In compliance with Section 218 of the Companies Act of Zambia, all directors are required to declare to the board their interests in other companies, and this is taken into account in the event that any such company enters into a contract with any group company. The group has a related parties transactions policy which aims to ensure transparency in related party transactions as well as identification and removal of any potential conflict of interest in such transactions.

 

Directors’ shareholdings

In compliance with Section 225 of the Companies Act of Zambia, all directors are required to disclose their shareholdings in the company and any related companies. The register containing this information is available for inspection by shareholders for 14 days before the annual general meeting, at the meeting, and three days thereafter.

Company secretary

The board appoints the company secretary, and all directors have access to his services. If deemed necessary, the board may seek independent professional advice on some matters.
The company secretary ensures the following:

 

  • Sufficient and timeous information is provided to all the members prior to commencement of the board and sub-committee meetings;
  • Promotion of good corporate governance, and related frameworks and standards;
  • Good relations and liaison with the Security and Exchange Commission (SEC), Lusaka Stock Exchange (LuSE), and Patents and Companies Registration (PACRA);
  • Maintenance of statutory registers;
  • Key liaison for investors and contact point for shareholders; and
  • Board is updated on relevant statutory amendments and developments.