“The Board carries out a self-assessment of its performance during the financial year”
Every year the Board carries out a self-assessment of its performance during the financial year, based on its Charter’s objectives, with the Company Secretary collating and reporting on the findings from each Board member.
Areas covered in the self-assessment include:
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.
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.
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 Security and Exchange Commission (SEC), the 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.