Zimplow recognises the importance of good corporate governance and behaviour. The corporate governance practices are based on the code of business conduct which sets out the ethical standards to which all employees are expected to adhere. The code incorporates and covers the Company’s operating, financial and behavioural policies and endeavours to foster responsible business conduct by all employees particularly as this relates to compliance with all laws, disclosure of any conflicts of interests, the confidentiality of information, to act at all times in the best interests of the Company and to conduct all their dealings honestly and ethically.
Zimplow has in place throughout the Company, responsive systems of governance and practice which the Board and management regard as entirely appropriate and following internationally recognised best practices. The Code applies to the Company and all its subsidiaries.
The board is responsible for approving the strategic direction of the group and assisting management in achieving its strategic goals. The board is governed by a charter that sets out the framework of its accountability, responsibility and duty to the group.
The board conducts its business in the best interest of the group and fulfils its fiduciary duty to act in good faith, with due care and diligence, and by ensuring that the group performs in the interests of its broader stakeholder group, including present and future investors in the group, its customers and clients, its business partners, employees and the societies in which it operates. The board considers the group’s appropriate application of best practice including King IV as an essential feature of the way the group behaves as a responsible corporate citizen and an integral part of the group’s drive to remain a leading business.
The Zimplow Board of Directors is constituted of a non-executive chairman, five non-executive directors and one executive director. The composition and structure of the Board is reviewed periodically to align with best practice, respective skills, experience, background, age and gender. The Board meets regularly to review results, dictate policy, formulate overall strategy and approve the budgets. They have introduced structures of corporate governance. Certain functions and responsibilities have been delegated to the following committees under the chairmanship of a non-executive director:
Each year Directors of the Company are required to submit in writing whether they have any material interest in any contract of significance with the Company or any of its subsidiaries which could have given rise to a related conflict of interest.
The Zimplow Executive Committee recognise the need to conduct the affairs of the Group with principles of transparency, integrity, and accountability, following generally accepted corporate practices, in the interests of its stakeholders. This process enables the Group’s stakeholders to derive the assurance that, in protecting and creating value to Zimplow Holdings Limited’s financial and human resources, the Group is being managed ethically, according to best practices. Sustainability principles are therefore pivotal to the Group’s drive of value addition to its stakeholders.
Zimplow’s Executive Committee continues to provide effective leadership based on sound, ethical business foundations. The Executive Committee ensures that the proper monitoring of systems and controls is in place throughout the group so as assure the Board regarding their effectiveness.
The executive committee sits regularly to deliberate and considers detailed operational issues of the Group which includes strategy implementation.
Each business unit in the group has an executive with clearly defined responsibilities and objectives, which is responsible for the day to day running of its operations. A comprehensive financial reporting system ensures that each business unit is brought to account monthly.