Introduction

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.

Board Mandate

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.

BOARD STRUCTURE

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:

The Group has an audit and risk committee that assists the Board in the fulfilment of its duties. The audit and risk committee deals, inter alias with compliance, internal control and risk management. The committee currently comprises of 3 (three) non-executive directors. A non-executive director chairs the audit committee. The committee meets at least 3 (three) times a year with the Group’s internal and external auditors to consider compliance with financial reporting requirements, monitor the appropriateness of accounting policies and the effectiveness of systems of Internal control and consider the findings of the internal and external auditors. Both the internal and external auditors have unrestricted access to the audit committee to ensure their independence and the objectivity of their reports.
The remuneration committee comprises 3 (three) nonexecutive directors. The Group’s remuneration policy is to provide packages that attract, retain and motivate high-quality individuals who will contribute substantially to the growth and success of the Group. This committee sets the remuneration of the executive directors and approves guidelines for the Group’s pay reviews. Remuneration packages include a guaranteed salary as well as a performance-related incentive linked to the achievement of present profit targets.
The nominations committee is responsible for developing criteria for filling vacant Board positions taking into consideration such factors as it deems appropriate. Relevant considerations include education, background, leadership and ability to exercise sound judgement, general business experience and familiarity with the Group’s business. Candidates should not have any interests that would materially impair their ability to exercise independent judgement or otherwise discharge the fiduciary duties owed as a director to the Company and its stakeholders. All candidates must be individuals of personal integrity, ethical character and value and appreciate these qualities in others. It is expected that each director will devote the necessary time to the fulfilment of his or her duties as a director. In this regard, the Nominations Committee considers the number and nature of each director’s other commitments, including other directorships. The Nominations Committee seeks to promote through the nominations process diversity on the Board of professional background, experience, expertise, perspective, age, gender and ethnicity.

DIRECTORS’ INTERESTS

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.

EXECUTIVE COMMITTEE

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.

BUSINESS UNIT GOVERNANCE

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.