CORPORATE GOVERNANCE

Group Governance and Management Approach

Balancing the interests of all stakeholders continues to be a significant focus of the Group. As such the Group continues to monitor and evaluate best practices critical for the sustainability and transformation of our Group. Critical to our corporate governance values is ensuring that we observe principles and ethical practices benchmarked on international best practices.

We continue to monitor and align codes of corporate practices and conduct with local and international corporate governance code such as National Code of Corporate Governance in Zimbabwe (ZIMCODE) and King IV Code of Corporate Governance in South Africa. We continue to explore aligning with the OECD Principles of Corporate Governance.

Our management philosophy is vested on the need to conduct the affairs of the Group with transparency, integrity, accountability and in accordance with generally accepted corporate practices, in the interests of our stakeholders and shareholders. This enables our shareholders and stakeholders to derive assurance that, in sustaining and adding value to Innscor Africa Limited’s financial, natural, intellectual, manufactured, relational and human capital investment, the
Group is being managed ethically, according to prudently determined parameters and in compliance with best international practices.

Mechanisms for Communication with Stakeholders

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

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Board and Management Ethics

The principles of observing sound ethical practices, values and conduct is ultimately the Board and Management’s responsibility. Declaration of interest and any conflict arising in carrying out the effective roles and responsibilities are a requirement of all Innscor Africa Limited’s Directors and Management. Such declarations are included in the business of all Board meetings held during the year by the company.

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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 shares of the Innscor Africa Ltd are presented in Note 23.4 of 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, or,
  • Any period when they are in possession of information, the effects of which may affect the share price.

Professional Advice

The Group’s policy where justifiable, entitles Directors to seek independent professional advice at the Group’s expense on matters in the furtherance of their duties or advancement of the Group's business objectives.

Board Structure

In view of our long-term strategic positioning, the Group has been evolving over the last few years which has seen some companies being unbundled and disposed of to unlock value. These changes also meant that some Directors have had to be reassigned to the unbundled companies. As such, the Group continues to align the Board composition in line with governance policy and international best practices of corporate governance. During 2018 our Board of Directors consisted of 2 executive Directors, 2 Independent Non-executive Directors and 2 non-independent non-executive Directors.

The Chairman and 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 the Group and its management and to deliberate on the strategic direction of its operations. Short biographies of each of the Directors are disclosed on page 56 and 57 of the Annual Report.

The Group operates a decentralised structure reporting to the Group Board of Directors. Each individual business has a formal Board of Directors, with clearly defined responsibilities and objectives, for the day-to-day running of its operations. A comprehensive management reporting system ensures that each business is brought to account on a monthly basis on operational, governance, sustainability and financial matters.

Directors’ Remuneration

Remuneration packages for the Group’s Executive Directors are determined by the Group’s Remuneration and Nominations Committee. These packages include a guaranteed salary as well as a performance-related incentive linked to the achievement of pre-set targets which takes into account the needs of the Group from time to time.

The Group also operates a long-term incentive scheme designed to retain employees in the medium to long-term, to focus their attention on longer-term strategic goals and ensure sustained growth of the Group. Details regarding the "2016 Innscor Africa Limited Share Option Scheme" are contained in Note 23.3 in the Annual Report.

As at 30th June 2018, there were no loans from the Group to any Director.

Summarized on page 54 of the Annual Report is the Board Structure and the members of the various board committees and the responsibilities of each committee.

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COMMITTEEMEMBERSSUMMARY ROLES & RESPONSIBILITIES
AuditT.N. Sibanda (Chairman)
A.B.C. Chinake
M.J. Fowler
The Audit Committee assists the Board in the fulfilment of its duties. The Audit Committee deals, inter alia, with compliance, internal control and risk management. The committee comprises two independent, non-executive Directors and one non-independent, non-executive director. An independent 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 independence and the objectivity of their findings and scope of their work.
Remuneration & NominationsA.B.C. Chinake (Chairman)
M.J. Fowler
T.N. Sibanda
The Remuneration and Nominations Committee comprises an independent, non-executive Chairman and two 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 contribute to the sustainable growth and success of each of the businesses in which the Group operates. Packages primarily include basic salaries, performance-related bonuses and long-term, share-based incentives.

This Committee also considers the composition of the Board of the Board and its Committees, and makes appropriate recommendations to the Board regarding the retirement, appointment and replacement of Directors.
ExecutiveJ.P. Schonken (Chairman)
G. Gwainda
M.J.R. Lashbrook
C. Tumazos
R. Nyamuziwa
The Executive Committee is responsible for formulating, directing and implementing strategic decisions. The committee meets monthly. The Committee is composed of two Group Executive Directors, CEO's from two of its largest operating subsidiaries and the Group Treasurer.
Finance & InvestmentG. Gwainda (Chairman)
J.P. Schonken
R. Nyamuziwa
The Finance and Investment Committee is mandated by the Board to set, approve and monitor overall borrowing limits for the 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 acquisition or disposal. The Committee is composed of two Group Executive Directors and the Group Treasurer. 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.

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ATTENDANCE OF MEETINGS DURING THE FINANCIAL YEAR 2018

NameYear of
appointment
Main board
(5 meetings)
Executive
(8 meetings)
Audit
(3 meetings)
Remuneration &
Nominations
(2 meetings)
Finance &
Investment
(7 meetings)
Mr. A.B.C. Chinake20155n/a32n/a
Mr. T.N. Sibanda20054n/a22n/a
Mr. M.J. Fowler19944n/a32n/a
Mr. Z. Koudounaris19963n/an/an/an/a
Mr. J.P. Schonken200758n/an/a7
Mr. G. Gwainda201558n/an/a7
Mr. R. Nyamuziwan/an/a7n/an/a7
Mr. C. Tumazosn/an/a8n/an/an/a
Mr. M.J.R. Lashbrookn/an/a7n/an/an/a

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Board of Directors

① 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 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 and Simbisa Brands Limited. He is a member of the Group’s Audit and Remuneration and Nominations Committees.

② 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 and 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 board of National Foods Holdings Limited and chairs the Group’s Executive Committee and is a member of the Finance and Investment Committee. In January 2015, Julian accepted appointment as Executive Director for the Light Manufacturing Division and in September 2016, was appointed as Chief Executive Officer for the Group.

③ Godfrey Gwainda

Group Financial Director (Appointed January 2015)

Godfrey is a Chartered Accountant with more than eighteen years of accounting and financial experience in the accounting profession and the business sector in Zimbabwe. Godfrey completed his articles of clerkship with KPMG and qualified as a Chartered Accountant (Zimbabwe) in 2000. In September 2001 he joined Innscor, and 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 board of National Foods Holdings Limited. Godfrey recently graduated with an MBA from Henley.

④ 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 the 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 Committee and Audit Committee.

⑤ 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 Chartered Accountants (Zimbabwe). Themba currently chairs the Group’s Audit Committee and is also a member of the Remuneration and Nomination Committee. 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.

⑥ 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. Zed also sits on the boards of Simbisa Brands Limited and Axia Corporation Limited.