BOARD OF DIRECTORS
The Board comprises of seven non- executive Directors and the Managing Director. Board meeting are held on a quarterly basis and at such other times as are necessary under the chairmanship of a non-executive Director. All the Directors have unrestricted access to the advice and services of the Company Secretary. The roles of the Chairman and the Managing Director are separately held and are defined as to ensure a clear division of responsibility. The Board of Directors has overall responsibility for the company’s systems of internal control. These systems are designed to provide reasonable assurance of the safeguarding of assets and the reliability of financial information.
All Directors are subject to retirement by rotation and re-election by shareholders once every three years in accordance with the company’s Articles of Association. The Board as a whole approves appointments of new Directors.
COMMITTEES OF THE BOARD
The Audit & Risk Management Committee, Nominations Committee, Executive Remuneration Committee, Investments Committee and the Manpower Committee assist the Board in the discharge of its responsibilities. The power, duties and responsibilities of the committee are governed by their respective Charters as approved by the Board. These committees review matters on behalf of the Board and make recommendations for consideration by the Main Board.
AUDIT AND RISK MANAGEMENT COMMITTEE
The Audit and Risk Management Committee comprises a majority of non executive Directors including its Chairman. The executives responsible for Corporate Services , Operations, Internal Audit as well as the External Audit partner attend meetings of the Audit and Risk Management Committee by invitation. The committee meets at least four times a year. The Head of Internal Audit and the External Audit Partner have unrestricted access to the Chairman of the committee.
The Audit and Risk Management Committee monitors internal control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting. Among the specific responsibilities set out in its Charter, the Audit and Risk management Committee reviews all published accounts of the company; reviews the scope and the independence of the internal and external audits; monitors and assesses the systems for internal compliance and control and advises on the appointment, performance and remuneration of external auditors
EXECUTIVE REMUNERATION COMMITTEE
The committee is constituted by three Directors all of whom are non-executives, including the Chairperson of the Board. The committee meets at least twice a year. The committee is responsible for ensuring that senior executives are competitively remunerated line with their contribution to the company’s operating and financial performance, at levels which take into account industry and market bench marks as well as affordability and sustainability.
This committee is constituted with strong representation of non-executive Directors and is chaired by a non executive Director. Meetings are held once in every two months. The committee is responsible for the formulation of the Investment Policy of the company and reviewing investment strategy for compliance with such policy.
The Manpower Committee comprises a majority of non-executive directors. The committee meets at least four times a year.
The committee is responsible for the company’s Human Resources Policy issues and terms and conditions of service. The company continues to subscribe to a compensation philosophy, which ensures that it attracts and retains skilled personnel. Staff compensation levels and manpower development proposals made by the committee are presented to the Board for approval.
The committee consists of non executive directors. The committee meets as the committee deems fit but however, meets at least once each year. The committee has a role of identifying and making recommendations to the Board on the appointment of any executive and non executive Directors. The committee also reviews and evaluates the performance and effectiveness of the Board.
R Kupara ( Chair)
C Von Siedel
T C Mazingi (Chair)
J Karidza ( Chair)
J Karidza ( Chair)