Corporate Governance

Risk management

An effective group risk assessment/risk management tool, based on recommended best practice and regular inputs from senior management, is formally reviewed on a quarterly basis.

Formal quarterly risk assessments are carried out at group level, and per company and division in conjunction with respective heads of business units/general managers. This provides the audit and risk committee and directors with regular updates/ mitigating action plans on all the major risks facing the group.

The group risk assessment, as outlined above, is used by the board to execute and deliver our strategy. For example, the group risk assessment has highlighted foreign exchange and interest rate risks as high impact areas for the business. This has been duly noted in the company’s debt reduction and efficient cash management strategy, which forms part of the current business plan and corporate strategy. Assurance is gained from an internal audit.

Internal audit

The dedicated and independent internal audit function, operating under an internal audit charter, reports directly to the audit committee of the board, ensuring its autonomy and objectivity. It independently reviews and monitors governance processes, risk management framework/processes, and related mitigating action plans implemented by management. It also provides objective assurance of the operation and validity of internal control systems through regular compliance audit programmes, making recommendations for improvement as required.

For significant purchases and contracts exceeding predetermined thresholds, the board mandates competitive bidding through a formal Delegation of Limits and Authority policy document, approved by the board and senior management.

Share dealing code

Our company has adopted a share dealing code for dealings in shares by the directors and senior employees, aligning with the standards expected of an AIM/LuSE listed company. Directors ensure compliance with Rule 21 of the AIM rules for companies relating to directors’ dealings and take all reasonable steps to ensure compliance by the company’s relevant employees, including obtaining advice and opinion from our AIM nominated advisor.

Incident reporting, anti-bribery and corruption, and whistleblowing policies and procedures

Our company has detailed policies and procedures covering incident reporting, anti-bribery and corruption (ABC), and whistle blowing.

The group’s ABC programme, formulated in conjunction with CDC Group PLC (CDC), adheres to international best practice. It is well structured, documented and rigorously monitored.

We have a dedicated internal, high-level whistle blowing manager overseeing reports and complaints. These complaints can be made in various forms, and anonymously, without fear of adverse consequences. This policy has active senior management encouragement and has had widespread communication within the group, with a verifiable and transparent process for handling complaints. This approach has resulted in valuable information being obtained for further action/investigation.

Internal audit closely monitors, reviews and reports on all these policies to the audit and risk committee of the board.

Group code of ethics and conduct

Our company has implemented and widely disseminated to all stakeholders including suppliers, a group code of ethics and conduct, aligned with the LuSE Corporate Governance Code section on organisational integrity. This code of ethics covers the important principles and detailed ethical guidelines with respect to responsibility, accountability, transparency, and fairness.

The board firmly believes that a culture based on ethical values and behaviours is fundamental to achieving Zambeef’s objectives. Without a foundation of sound ethical conduct, stakeholders would struggle to maintain trust in the organisation's ability to achieve its goals. The group code of ethics outlines expected behaviours in detail.

The board, through its audit and risk committee, oversees management's dissemination of the code among all stakeholders. The committee also holds the responsibility of reviewing any instances of ethical misconduct involving directors or senior management. Reports of such cases may be made through the group’s whistle blowing policy/procedures, incident reporting channels, or directly to the audit committee or board.

Monitoring compliance with the code is further reinforced by the internal audit department’s review of incident reports from disciplinary proceedings, reports on management and staff conflicts of interests, control procedures and anti-bribery and corruption matters. The board has not identified any significant ethical issues and believes that the overall corporate culture is healthy.