Corporate Governance

“Zambeef values excellence in corporate governance, and the principles that enhance openness, integrity, transparency and accountability”

The Board of Directors recognises the value of good governance in fostering trust and confidence in the management of our business amongst all our stakeholders. High ethical standards in the conduct of business, and a verifiable framework of corporate governance policies and procedures, underpin all Zambeef’s decision making and management.

Corporate Governance Code

Our Board has an approved Corporate Governance Code, originally issued in 2006, which complied with the requirements of the Lusaka Stock Exchange. Subsequent updates are monitored for compliance annually by the Audit Committee.

In June 2011, the Company was also admitted to the AIM Market of the London Stock Exchange and, whilst not technically required to comply with the UK Corporate Governance Code, the Board agreed to progressively adopt best practices in line with the UK Corporate Governance Code so far as it is practicable for a public company of our size, stage of development and nature quoted on AIM.

Risk Management

The Group runs an effective Risk Assessment and Risk Management program, based on recommended best practice and regular inputs from senior management. Formal risk assessments are carried out at group level, per company and per division, in conjunction with respective General Managers, every quarter. This provides the Audit Committee and directors with regular updates on all the major risks facing the Group.

Internal Audit

The independent Internal Audit function, operating under an Internal Audit Charter, reports directly to the Audit Committee of the Board, to maintain its independence and objectivity. It independently reviews and monitors governance processes, the risk management framework and processes, and related mitigating action plans implemented by Management. It also provides objective assurance of the operation and validity of the systems of internal control through its regular compliance audit programmes, making recommendations for improvement as required.

The Board requires competitive bidding for significant purchases and contracts, above determined thresholds, through a formal Board approved Delegations of Authority policy document that covers the Board and senior management.

Share Dealing Code

The Company has adopted a share dealing code for dealings in shares by the Directors and senior employees that is appropriate for an AIM listed company. The Directors ensure that they comply with Rule 21 of the AIM rules for Companies relating to Directors’ dealings and take all reasonable steps to ensure compliance by the Company’s relevant employees.

Incident Reporting, Anti Bribery/Corruption and Whistleblowing Policies and Procedures

The Zambeef Group does not condone corruption in any form and is committed to working to international best practice standards in governance. There is a zero tolerance to all forms of bribery and corruption, and we are committed to complying with the Zambia Anti Corruption Act, 2012, and the UK Bribery Act 2010, as well as any other relevant corruption legislation. The Zambeef Group has comprehensive policies and procedures covering Anti Bribery and Corruption (ABC), Incident Reporting, and Whistleblowing, with full accountability, compliance monitoring and reporting to the Board of Directors through the Audit Committee.

The Group’s ABC programme has been formulated in conjunction with CDC Group PLC, following best international practice. It is well structured, documented and rigorously monitored.

There is a dedicated internal high level Whistle Blowing Manager, managing reports and complaints. These complaints can be made anonymously in various forms, without fear of adverse consequences. This policy has active senior management encouragement and has had widespread communication within the Group, with a verifiable and transparent process of handling complaints.

Internal Audit closely monitors, reviews and reports on all of these policies to the Audit Committee of the Board.

Group Code of Ethics and Conduct

The Company has implemented a Group Code of Ethics and Conduct, in line with its Corporate Governance Code section on Organisational Integrity. This Code covers the important principles and more detailed ethical guidelines with respect to responsibility, accountability, transparency, and fairness.

The key aspects covered under this Code are:

    • Obedience to all laws, applicable rules and regulations;
    • Honesty, accuracy and full disclosure in all reports;
    • Highest standards of service and productivity;
    • Safeguarding and protection of all Zambeef’s assets and intellectual property;
    • Confidentiality regarding non-public information; and
    • Provision of a safe and healthful work place, environmental protection in all our operations, and being a responsible corporate citizen in our communities.

    • Honesty and clear communication in all dealings;
    • Avoidance of conflicts of interest;
    • Avoidance of accepting or offering gifts or entertainment; and
    • Avoidance of all forms of criminal activity.

    • Fair treatment of all stakeholders;
    • Personal growth and professional development of staff;
    • Valuing the diversity of cultures and beliefs; and
    • Respect for the communities within which Zambeef is located.