Corporate Governance Statement

Corporate Governance Statement

Zimpapers views good governance as a vital ingredient of operating a successful business, so that it can provide assurance to shareholders, customers and regulators that the Company’s businesses are being properly managed and controlled.

The Company’s approach to governance is underpinned by the following core values: Customer success/satisfaction, equal opportunity employment, quality products and services, efficiency, profitability and continuous innovation.

Zimpapers employees are also governed by an Internal Code of Conduct. This Code of Conduct incorporates the Company’s operating financial and behavioural policies in a set of integrated values, including the ethical standards required of members of the Company in their interface with one another and with all stakeholders.

The Board of Directors comprises ten members who are all non-executive directors except two, the Company Chief Executive and the Chief Finance Officer. The Chairperson of the Board is also a non-executive director.

The Board meets quarterly to monitor the performance of the company and to ensure proper control over the strategic direction of the Company. In addition to these regular meetings, the Board has delegated certain responsibilities to the Audit and Risk Committee, the Human Resources, Remuneration, Nomination and Pension Fund Committee, the Corporate Social Responsibility Committee and the Business Development and Marketing Committee. In addition there is an Executive Committee comprising of Chairpersons of all Board Committees which meets only where necessary to consider ad hoc matters.

Zimpapers has an Audit and Risk Committee that assists the Board in the fulfilment of their duties. The Committee deals with issues of compliance, internal control, risk management, review of financial statements and related audit matters. The Committee is chaired by a non-executive director, has a majority of non-executive directors and incorporates the Company Chief Executive and the Chief Finance Officer as the only executive members.

The Committee meets on a quarterly basis, and at least twice a year with the Company’s external auditors to discuss accounting, auditing, internal control, financial reporting and risk management matters. The external auditors have unrestricted access to the Audit and Risk Committee.

Zimpapers has a Corporate Social Responsibility Committee which is constituted of three non-Executive Directors and also incorporates the Company Chief Executive and Chief Finance Officer. The Committee’s responsibilities are to establish, review and recommend to Zimpapers policies and procedures that help to maintain a business environment committed to high standards of ethics and integrity, corporate social responsibility and compliance. It also establishes the company’s guidelines and practises with respect to contributions to charitable, educational, political and other tax exempt organisations.

Zimpapers has a Human Resources, Remuneration, Nomination and Pension Fund Committee which is constituted of three non-executive directors and also incorporates the Company Chief Executive and the Chief Finance Officer. The Committee’s major responsibilities are to ensure that the directors, executives and staff are fairly remunerated. The Committee also reviews the broad terms and conditions of service for all staff to ensure that they are fair and competitive, and also to ensure that the industrial relations climate within the Company is cordial and harmonious.

Zimpapers has a Business Development and Marketing Committee which is constituted of three non-Executive Directors and incorporates the Company Chief Executive Officer, Chief Finance Officer and Chief Marketing Officer. The Committee’s major responsibilities are to oversee the development and implementation of strategic business initiatives aligned with Zimpapers strategic plan. The Committee also reviews and also where appropriate make recommendations to the Board on business growth and diversification opportunities. It also responds to emerging issues related to business development and in this regard reviewing the general market conditions and how they may present or limit new business development opportunities.

Zimpapers also has an Executive Committee which is constituted of the Board Chairman and the Chairpersons of all Board Committees. The Committee can be called on short notice in between Board meetings for purposes of discussing urgent matters which cannot wait for the normal Board meetings. Its decisions would be ratified at the next Board meeting.

All directors have access to the advice and professional services of the qualified and experienced Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are fully observed. The Company Secretary provides guidance to the Board as a whole and to individual directors with regards to how their responsibilities should be discharged.

The Company Secretary oversees the induction of new directors and assists the Board Chairman and the Chief Executive Officer to determine the Board agendas and Board related issues. The Company Secretary acts as the advisor in the effective functioning of the Board ensuring appropriate alignment of information flows between the Board and its Committees. The Company Secretary is also responsible for ensuring that the Board receives accurate, timely and clear information and ensures that the Board complies with the National Code on Governance.

All the ten directors, save for the Company Chief Executive and the Chief Finance Officer, are non-executive directors, and are independent in character and judgment and with no relationships or circumstances which are likely to affect, or could appear to affect their judgement.

Currently the Board Chairperson holds 0,001709% shareholding (984,660.shares) in Zimpapers and the Chief Executive Officer holds 0.18% shareholding (1,008,311 shares) under the Zimpapers Management Share Trust. No other director has any interest in the Company. 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 which could have given rise to a related conflict of interest. No such conflicts were reported this year.

The Articles of Association of the Company require that any newly appointed Directors should be subjected to election at the next following AGM after their appointment and also that at least one third of the directors should retire by rotation each year (excluding those appointed by the Board during the year).

Accordingly, at the Annual General Meeting to be held on the 29th June 2021, the Shareholders will be required to confirm the resignation of Ms. R. Nharaunda, Dr. S. A. Munyeza and Ms. P. E. R. Kurasha. The Shareholders will also be asked to confirm the resignation by rotation of Mr. L. Mhango and Mrs. S. Madzikanda. The Board having reviewed the performance of these two Directors and their contributions, recommend that they be re-elected as Directors at the Annual General Meeting.

The table below sets out the number of meetings held and individual directors’ attendance. Where individual directors did not attend all scheduled meetings, apologies were received and accepted by the Chairman before commencement of the meetings.

NB: * This Director resigned in August 2020. ** The Board Chairperson attended these Committee meetings to have a fuller appreciation of the deliberations.

NAME

Meetings held

Meetings Attended

Mr. T.A. G. Sithole

4

4

Dr. S. A. Munyeza

4

4

Ms. K. Dube

4

4

Ms. R. Nharaunda

4

4

Mr. L. Mhango

4

4

Mrs. S. Madzikanda

4

4

Ms. T. L. Chibvongodze

4

4

Mr. T. Chiweshe

4

4

Ms. P.E. Kurasha*

4

2

Mr. P. Deketeke

4

4

Mr. F. Matanhire

4

4

NAME

Meetings held

Meetings Attended

Ms. R. Nharaunda

4

4

Mr. L. Mhango

4

4

Mrs. S. Madzikanda

4

4

Mr. P. Deketeke

4

4

Mr. F. Matanhire

4

4

Mr. T. A. G. Sithole**

4

1

NAME

Meetings held

Meetings Attended

Dr. S. A. Munyeza

6

6

Ms. R. Nharaunda

6

6

Ms. T. Chibvongodze

6

6

Mr. P. Deketeke

6

6

Mr. F. Matanhire

6

6

NAME

Meetings held

Meetings Attended

Ms. K. Dube

6

6

Dr. S. A Munyeza

6

6

Mrs. S. Madzikanda

6

6

Mr. P. Deketeke

6

6

Mr. F. Matanhire

6

6

Mr. T. A. G. Sithole**

6

2

NAME

Meetings held

Meetings Attended

Mr. L. Mhango

4

4

Mr. T. Chiweshe

4

4

Ms. P.E. R. Kurasha*

4

2

Mr. P. Deketeke

4

4

Mr. F. Matanhire

4

4

NAME

Meetings held

Meetings Attended

Mr. T. A. G. Sithole

2

2

Dr. S. A. Munyeza

2

2

Ms. R. Nharaunda

2

2

Mr. L. Mhango

2

2

Ms. K. Dube

2

2

Mr. P. Deketeke

2

2

Mr. F. Matanhie

2

2

The non-executive directors have access to independent professional advice on the Company‘s business at the Company’s expense

The activities of the Group fall within the supervisory purview of: the Registrar of Companies, the Zimbabwe Stock Exchange, Zimbabwe Media Commission, and the Broadcasting Authority of Zimbabwe.

The Group is committed to compliance with all legislation and regulations and maintaining open and honest relationship with the regulatory authorities

The Company was audited by Baker Tilly Chartered Accountants since 2016. The audit is carried out once a year at the end of the year, with a review done during half year for completeness and reasonableness of the financial statements before publication. The auditors are appointed to hold office at each Annual General Meeting and to hold such office until the next Annual General Meeting.

Baker Tilly Chartered Accountants has expressed its willingness to continue in office as auditor to the Company and a resolution proposing its re-appointment will be put to the Annual General Meeting. In reaching its decision to recommend the re-appointment of Baker Tilly Chartered Accountants as auditors, the Board took into account the fact that the firm had been the Group’s auditors since 2016, and that appropriate arrangements are in place for the rotation and renewal of key audit personnel. The Group has not entered into any contractual restriction preventing it from considering a change of auditors, and the choice of auditors is kept under review by the Board from year to year.

The Board has overall responsibility of the Group’s system of internal control and for reviewing its effectiveness, while the implementation of internal control is the responsibility of management. Executive management has implemented an internal control system designed to help ensure:

  • The effectiveness and efficient operation of the Company and its business units by enabling management to respond appropriately to significant risks to achieving the Group’s business objectives.
  • The safeguarding of assets from inappropriate use or from loss and fraud and ensuring that liabilities are identified and managed.
  • The quality of internal control and external reporting and compliance with applicable laws and regulations, and with internal policies on the conduct of business.

To achieve the above, the Company has a fully-fledged Internal Audit Department which is headed by an Internal Audit Manager. The system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve the Company’s objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. The focus of risk management in Zimpapers is mainly on identifying, managing, and monitoring all known forms of risk across the Company. An appropriate risk analysis framework is used to identify the major risks which the Company must manage in serving its stakeholders. To achieve this, the Company takes into account the ever changing operating environment thereby necessitating regular reassessment of risk necessary to protect the Company.

The Board is pursuing a dividend policy consistent with the Company’s strategy which takes into account the company’s overall capital requirements, liquidity and profitability. The Board made a resolution to recommend to the Annual General Meeting the declaration and approval of the interim dividend paid in 2020 as the final dividend for the year 2020. This is due to the need to preserve cash for working capital requirements in view of the Covid-19 impact on operations.

The Board has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the Annual Report and Accounts.