Corporate Governance & Approaches

Group Governance and Management Approach

Innscor Africa Limited is committed to a Code of Corporate Practices and Conduct based on the principles laid out in the King Reports and the Principles of Corporate Governance in Zimbabwe as laid out in the Manual of Best Practice. The Group is looking forward to aligning the existing Code with the new National Code of Corporate Governance in Zimbabwe and other such recognised international best practices in corporate governance. The Directors recognise the need to conduct the affairs of the Group with principles of transparency, integrity, accountability and in accordance with generally accepted corporate practices, in the interests of its shareholders, employees and other stakeholders. This process enables the Group’s shareholders and stakeholders to derive the assurance that, in protecting and adding value to Innscor Africa Limited’s financial and human capital investment, the Group is being managed ethically, according to prudently determined parameters and in compliance with the best international practices.

Sustainability Reporting enables the Group to drive and monitor specific outcomes which constitute the Group’s focus for long-term value creation and sustainability.

Mechanisms for Communication with Stakeholders

The Group provides various platforms for its stakeholders to communicate with its Board of Directors and senior management. Such platforms include the Annual General Meeting, press release announcements of interim and year-end results, investor briefings, annual reporting to shareholders and exercise of shareholders’ voting rights through proxy forms. The Group’s website contains a vast array of updated operational and financial information which can be easily accessed by all stakeholders.

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Board and Management Ethics

The Group believes that it is the responsibility of the Board and Management to lead by following ethical business practices. Therefore, all Directors and Management are required to declare interests which might be deemed in conflict with their roles and responsibilities within the Group.

National Foods Red Seal brand being stacked by worker
Workers loading Irvine's eggs onto lorry
Worker packs Colcom products
Workers move National Foods stock feed in warehouse

Declaration of Directors’ Interests

During the year under review, no Directors had any material interests which could cause significant conflict of interest with the Group’s objectives. The beneficial interests of Directors and their families in the shares of the Group are given in the Annual Report.

Share Dealings

Directors, Management and all Group staff are not permitted to deal directly or indirectly in the shares of the Group or companies during:

  • The period from the end of the interim or annual reporting periods to the announcement of the interim and annual results.
  • Any period when they are aware of any negotiations or details which may affect the share price.

Board Structure

The Group has been going through strategic unbundling during the year. Existing Directors took up leadership roles in newly unbundled business units (Simbisa Brands and Axia) in line with the strategic vision of unlocking value for our shareholders and other stakeholders. As such, the Group will align the Board composition with governance policy. At the end of the year, the Board of Innscor Africa Limited consisted of 4 executive Directors, 2 independent non-executive Directors and 2 non-independent, non-executive Directors. The Chairman and the non-executive Directors bring a significant amount of experience and intuition to guide an active and ambitious executive management team. The Board meets quarterly to monitor the performance of management and to ensure proper control over the strategic direction and governance of the Group. Short biographies of each of the Directors are disclosed below. The Group operates a decentralised silo structure. Each individual business has a formal Board with clearly defined responsibilities and objectives, for the day-to-day running of its operations. A comprehensive financial reporting system ensures that each business is brought to account on a monthly basis.

Directors’ Remuneration

Remuneration packages for Directors are determined by the Group’s Remuneration Committee. These packages include a guaranteed salary as well as a performance related incentive linked to the achievement of pre-set profit targets and levels of free cash flow. As at 30 June 2016 there were no loans from the Company to any Directors. In addition, no share options were issued to any Directors during the year under review and there were no unexercised share options outstanding to the Directors at 30 June 2016.

SUB – COMMITTEES:

COMMITTEE MEMBERS SUMMARY ROLES & RESPONSIBILITIES
Executive J.P. Schonken
(Chairman – appointed 21.8.2016)
G. Gwainda
A. Fourie (resigned 21.8.2016)
J. Koumides (resigned 1.7.2016)
B. Dionisio (resigned 30.9.2015)
The Executive Committee is responsible for formulating, directing and implementing strategic decisions. The Committee meets monthly. The Committee is composed of five directors and following the resignation of three Executive directors during the year and reconfiguring of the Group, the committee will be reconstituted to incorporate divisional executive management.
Audit T.N. Sibanda (Chairman)
A.B.C. Chinake
J. Koumides (resigned 1.7.2016)
The Group has an audit committee that assists the Board in the fulfilment of its duties. The audit committee deals, inter alia, with compliance, internal control and risk management. The committee currently comprise two independent, non-executive Directors. A non-executive Director chairs the committee. The committee meets at least three times a year with the Group’s external and internal auditors to consider compliance with financial reporting requirements, monitor the appropriateness of accounting policies and the effectiveness of the 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 objectivity of their findings and scope of work.
Remuneration A.B.C. Chinake (Chairman)
M.J. Fowler
T.N. Sibanda
The remuneration committee comprises three non-executive Directors who determine, on behalf of the Board and the shareholders, the individual remuneration packages for the executive Directors and other executive management. The Group’s remuneration policy is to provide packages that attract, retain and motivate high quality individuals who will contribute to the growth and success of each of the Group’s businesses in which the Group operates. Packages primarily include basic salaries, benefits and performance benefits and performance related bonuses.
Finance & Investment G. Gwainda (Chairman)
J.P. Schonken
R. Nyamuziwa
A. Fourie (resigned 21.8.2016)
J. Koumides (resigned 1.7.2016)
B. Dionisio (resigned 30.9.2015)
The finance and investment committee is mandated by the Board to set, approve and monitor overall borrowing limits for the Innscor Africa Limited Group and for the individual companies within the Group. The committee is responsible for approving financial institutions that the Group can transact with and limits of such transactions. The committee also sets, approves and monitors the overall capital expenditure investment within the Group and specifically analyses any expansion capital expenditure and potential business acquisitions or disposals prior to considering approval. The committee comprises two executive Directors (five prior to resignations) and a senior manager of the Group. The committee meets on a monthly basis to consider banking facilities, borrowing positions, capital expenditure, investment opportunities and such other business as may be directed by the Board.
Nominations A.B.C. Chinake (Chairman)
M.J. Fowler
T.N. Sibanda
The nominations committee considers the composites of the Board and its Committees, and makes appropriate recommendations to the Board regarding the retirement, appointment and replacement of Directors. It comprises of an independent non-executive Chairman and two non-executive Directors.

ATTENDANCE OF MEETINGS DURING THE FINANCIAL YEAR 2016

DIRECTOR YEAR OF APPOINTMENT MAIN BOARD
(5 MEETINGS)
EXECUTIVE
(12 MEETINGS)
AUDIT
(3 MEETINGS)
REMUNERATION
(3 MEETINGS)
FINANCE & INVESTMENT
(12 MEETINGS)
NOMINATIONS
(1 MEETINGS)
Mr. A.B.C. Chinake 2015 5 n/a 3 3 n/a 1
Mr. T.N. Sibanda 2005 4 n/a 3 3 n/a 1
Mr. M.J. Fowler 1994 4 n/a 1 1 n/a 1
Mr. Z. Koudounaris 1996 5 n/a n/a n/a n/a n/a
Mr. J.P. Schonken 2007 5 11 n/a n/a 11 n/a
Mr. G. Gwainda 2015 5 12 n/a n/a 12 n/a
Mr. J. Koumides
(resigned 1.7.2016)
2003 5 12 3 n/a 12 n/a
Mr. B. Dionisio
(resigned 30.9.2015)
2012 2 3 n/a n/a 3 n/a
Mr. A. Fourie
(resigned 21.8.2016)
2014 4 12 n/a n/a 12 n/a

Board of Directors

Addington Chinake – Independent Non-Executive Chairman (Appointed January 2015)

Addington is a legal practitioner by profession, with more than twenty-one years of experience in legal services in Zimbabwe. He has extensive experience in all manner of legal practice in Zimbabwe. Over the past thirteen years, his area of specialisation has been corporate and commercial law including mining law, competition law, mergers and acquisitions, Leveraged Buy Outs (LBO’s) and capital raising. Addington has been involved in a number of significant FDI transactions and a number of other multi-million dollar acquisitions and disposals by foreign companies of equity on Zimbabwe Stock Exchange listed entities and major Greenfield mining projects. He has acted for a number of public companies on the Zimbabwe Stock Exchange and he has also been a Non-Executive Director of five Zimbabwe Stock Exchange listed companies including Art Corporation, Phoenix Consolidated Industries and Murray and Roberts Zimbabwe Limited (Deputy Chairman). Addington is currently the Chairman of Astra Industries Limited. He is a member of the Group’s Audit, Nomination and Remuneration Committees.

Julian Schonken – Chief Executive Officer (Appointed Director October 2007 and CEO September 2016)

Julian completed his tertiary education at Rhodes University in South Africa, where he attained a Bachelor of Commerce degree. In 1999 and shortly after completing his articles of clerkship and qualifying as a Chartered Accountant (Zimbabwe) with Deloitte, Julian joined Innscor where he has held a number of financial and managerial positions. In October 2007, Julian was appointed to the main Board of Innscor as Group Financial Director. He also sits on the boards of Colcom Holdings Limited and National Foods Holdings Limited and is a member of the Group’s Executive and Finance and Investment Committees. In January 2015, Julian accepted appointment as Executive Director for Light Manufacturing and in September 2016, was appointed as Chief Executive Officer for the Group.

Godfrey Gwainda – Group Financial Director (Appointed January 2015)

Godfrey is a Chartered Accountant with more than seventeen years of accounting and financial experience in the accounting profession and the business sector in Zimbabwe. Godfrey completed articles of clerkship with KPMG and qualified as a Chartered Accountant (Zimbabwe) in 2000. In September 2001 he joined lnnscor, where he has held a number of financial and managerial positions. In January 2015, Godfrey was appointed to the main Board of Innscor as Group Financial Director. Godfrey is a member of the Group’s Executive Committee and chairs the Finance and Investment Committee. He also sits on the boards of Colcom Holdings Limited and National Foods Holdings Limited.

Michael Fowler – Non-Executive Director (Appointed July 1994)

Michael is a founder shareholder of Innscor and has held a number of managerial positions within the Group including a period during which he served as Group Chief Executive Officer. Michael was a key driver behind the Group’s investment into its now unbundled crocodile ranching operations (Padenga Holdings Limited) where he has remained as an executive director since its unbundling and separate listing on the ZSE in 2010. Michael is a member of the Group’s Remuneration and Nomination Committees.

Thembinkosi (Themba) Sibanda – Independent Non-Executive Director (Appointed November 2005)

Themba completed his tertiary education at the University of Zimbabwe with a Bachelor of Accounting Honours degree. Shortly after completing his articles of clerkship and qualifying as a Chartered Accountant (Zimbabwe), Themba was admitted into partnership and now has over 30 years experience in compliance and audit services at Schmulian & Sibanda. Themba currently chairs the Group’s Audit Committee and is also a member of the Remuneration and Nomination Committees. Themba also sits on the boards of a number of other listed entities in Zimbabwe including Delta Corporation Limited, Edgars Stores Limited, Padenga Holdings Limited, Axia Corporation Limited and Pretoria Portland Cement Limited.

Zinona (Zed) Koudounaris – Non-Executive Director (Appointed April 1996)

Zed completed his tertiary education at Rhodes University in South Africa where he attained a Bachelor of Commerce degree, majoring in Business and Computer Sciences. Zed is a founder shareholder of the Group and was the driving force behind the initial creation and success of the Group’s core fast food brands. Zed has held a number of positions within the Group including Chief Executive Officer upon the Group’s listing in 1998. Zed remains highly active in pursuing strategic growth opportunities for the Group and providing guidance to its management team.