CORPORATE GOVERNANCE

Corporate

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 long-term business sustainability. 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 codes such as the National Code of Corporate Governance in Zimbabwe (ZIMCODE) which the Board has adopted as the primary code of Corporate Governance for the Innscor Group. We continue to explore aligning with the OECD Principles of Corporate Governance.

In 2019, the revised Zimbabwe Stock Exchange Listing Requirements (ZSE) (Statutory Instrument 134/2019) and the new Companies and Other Business Entities Act (COBE) (Chapter 24:31) (“the Act”) came into operation in Zimbabwe and the Group has analysed these thoroughly in order to ensure compliance with the requirements of the ZSE Listing requirements and COBE.

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 Shareholders

We provide various platforms for our stakeholders to communicate with the Board of Directors and senior management. Such platforms include the Annual General Meeting, analysts briefing, investors meetings, notices to shareholders and stakeholders, press announcements of interim and year-end results, trading updates, 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.

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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. Declarations of interest and any conflict arising in carrying out the effective roles and responsibilities are a requirement of all Innscor Africa Limited Directors and Management. Such declarations are included in the business of all Board meetings held during the year by the Company.

Declaration of Directors

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 Innscor Africa Limited are presented in note 24.4. 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.
  • Any share dealings by Directors and management in listed shares of the Group are declared to the ZSE.

Professional Advice

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

Board Structure and Responsibilities

The Group continues to align the Board composition with the COBE and with the ZSE Listing Requirements and in line with governance policy and international best practices of corporate governance. At the commencement of FY 2021 our Board of Directors consisted of 2 Executive Directors, 2 Independent Non-executive Directors and 2 Non-Independent Non-Executive Directors.

In accordance with the requirements of COBE, that a public company should have a minimum of 7 Directors, the Board sought approval to appoint an additional Independent Non-Executive Director at the Annual General Meeting of Shareholders in December 2020, following the recommendations of the Nominations Committee. Consequently, Mrs D.K. Shinya was appointed as new Independent Non-Executive Director to the Innscor Board with effect from 1st January 2021.

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 62 and 63 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 and other Directors and Senior Executives 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 targets which takes into account the needs of the Group and Shareholders from time to time. The Group also operates a long-term retention 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 24.3. of the Annual Report.

As at 30th June 2021, there were no loans from the Group to any Director.

Committee MembersCommittee Members Summary Roles & Responsibilities
Audit & RiskT.N. Sibanda (Chairman)
A.B.C. Chinake* (resigned 4 March 2021)
M.J. Fowler
D.K. Shinya (Mrs) (appointed 4 March 2021 in place of A.B.C. Chinake)
The Audit & Risk Committee assists the Board in the fulfilment of its duties. The Audit & Risk 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. Mr Chinake stood down as a member of this Committee, in compliance with the requirements of the Companies and Other Business Entities Act (24:31) that the Independent Non-Executive Chairman of the Board should not be a member of the Audit Committee, with effect from 4th March 2021 and was replaced on the Committee by the new Independent Non-Executive Director, Mrs D. K. Shinya, who is a Chartered Accountant. 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 & Risk Committee to ensure independence and the objectivity of their findings and scope of their work.
RemunerationA.B.C. Chinake (Chairman)
M.J. Fowler
T.N. Sibanda
The Remuneration Committee comprises an independent, Non-Executive Chairman, an Independent Non-Executive Director and a Non-Independent, Non-Executive Director 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.
NominationsA.B.C. Chinake (Chairman)
M.J. Fowler
T.N. Sibanda
The Nominations Committee comprises an Independent, Non-Executive Chairman, an Independent Non-Executive Director and a Non-Independent, Non-Executive Director who consider the composition 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
A.D. Lorimer (Company Secretary)
C. Tumazos
R. Nyamuziwa
N. Mazango
A. Warren-Codrington
The Executive Committee is responsible for formulating, directing and implementing strategic decisions. The Committee meets regularly. The Committee is composed of two Group Executive Directors, CEO’s from three of its largest operating business units, the Group Treasurer, the Group Company Secretary and a Senior Executive.
Finance & InvestmentG. Gwainda (Chairman)
J.P. Schonken
R. Nyamuziwa
A.D. Lorimer (Company Secretary)
A. Warren-Codrington
L. Magara
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, Group Company Secretary and two senior Executive managers. The Committee meets on a regular basis to consider banking facilities, borrowing positions, borrowing limits, counter party limits, capital expenditure, investment opportunities and such other business as may be directed by the Board.

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Attendance of Directors and Executives at Meetings during the 2021

Financial Year (1st July 2020 to 30th June 2021)

DIRECTOR / EXECUTIVEYEAR OF APPOINTMENTMAIN BOARD
(4 Meetings)
AUDIT & RISK
(3 Meetings)
REMUNERATION
(2 Meetings)
NOMINATIONS
(2 Meetings)
EXECUTIVE
(2 Meetings)
FINANCE & INVESTMENT
(7 Meetings)
Mr.A.B.C Chinake201542**22n/an/a
Mr. M.J Fowler19942222n/an/a
Mr. G. Gwainda2015432277
Mr. Z. Koudounaris19964n/an/an/an/an/a
Mr.J.P Schonken2007422266
Mr.T.N Sibanda20054322n/an/a
Mrs. D.K Shinya20212*2n/an/an/an/a
Mr. A.D Lorimern/a43n/a166
Mr. M.J.R Lashbrookn/an/an/an/an/a77
Mr. R. Nyamuziwan/an/an/an/an/a7n/a
Mr. R. Nyamuziwan/an/an/an/an/a77
Mr. N. Mazangon/an/an/an/an/a5n/a
Mr. C. Tumazosn/an/an/an/an/a6n/a
Mrs L. Magaran/an/an/an/an/an/a6
Mr. A. Warren-
Codrington
n/an/an/an/an/a66

Notes:-

* Mrs D K Shinya appointed as a director with effect from 1st January 2021
** Mr A B C Chinake resigned from the Audit and Risk Committee with effect from 4th March 2021 to be replaced by Mrs D K Shinya

Bond

Board of Directors

1. Addington Chinake

Independent Non-Executive Chairman (Appointed January 2015)

Addington is a legal practitioner by profession, with more than twenty-six years of experience in legal services in Zimbabwe. He has extensive experience in all manner of legal practice in Zimbabwe. Over the past twenty 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 sat on the boards of a other publicly listed companies. Addington is currently the Chairman of Simbisa Brands Limited. He is a member of the Innscor Group’s Remuneration and Nominations Committees.

2. Julian Schonken

Chief Executive Officer (Appointed Director October 2007 and Group CEO September 2016)

Julian, who is Zimbabwean, 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 during his 22 years with the Group. In October 2007, Julian was appointed to the main Board of Innscor as Group Financial Director; in January 2015 Julian accepted appointment as Executive Director for the Light Manufacturing Division of Innscor and in September 2016, was appointed as Group Chief Executive Officer. Julian currently chairs the Group’s Executive Committee and is a member of its Finance and Investment Committee; he also sits on the boards and committees of a number of Innscor’s operating business units.

3. Godfrey Gwainda

Group Financial Director (Appointed January 2015)

Godfrey is a Chartered Accountant with over twenty years of experience in accounting and finance. Godfrey completed his articles of clerkship with KPMG and qualified as a Chartered Accountant (Zimbabwe) in 2 000. 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 holds an MBA from Henley Business School of the University of Reading.

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, Nomination and Audit Committees.

5. Thembinkosi (Themba) Sibanda

Independent Non-Executive Director (Appointed November 2005)

Themba, is a Chartered Accountant by profession, with over thirty-seven years post- qualifying experience. He has continued to practice with the firm Schmulian and Sibanda Chartered Accountants (Zimbabwe) in Bulawayo. Over the past thirty-two years, he has served on the boards of several blue-chip companies on the Zimbabwe Stock Exchange ranging from banking, beverages, pipes, tyres and building material manufacturers, and he currently sits on the boards of several listed entities in Zimbabwe, including Edgars Stores Zimbabwe Limited, Padenga Holdings Limited, Axia Corporation Limited and PPC Zimbabwe Limited. He is currently the Chairman of the Group’s Audit and Risk Committee and is also a member of the Remuneration and Nominations Committees.

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.

7. Duduzile (Dudu) Shinya

Independent Non-Executive Director (Appointed January 2021)

Dudu is a Fellow Chartered Accountant of Zimbabwe, FCA(Z) and holds a Bachelor in Accounting Science Honours degree with the University of South Africa (UNISA) as well as a Master’s in Business Leadership from the UNISA Graduate School of Business Leadership.

Dudu has experience of accounting and financial leadership spanning over twenty years, including eleven years at PricewaterhouseCoopers (PwC), where she commenced her accountancy career. Dudu is currently the Chief Finance Officer of the Zimbabwe Investment and Development Agency (ZIDA). Previously she worked with the Takura Capital Group overseeing the finance roles at Medical Investments Limited (flagship brand, The Avenues Clinic), as well as Amalgamated Brands, the investment holding company for Cairns Holdings, Lobels’ Bread, Cailogistics and Cailo Marketing Services. Prior to Takura Capital Group, she was the Finance Director at Schweppes Holdings Africa Limited. Dudu is current past-President of the Institute of Chartered Accountants of Zimbabwe (ICAZ). She has served over six years’ as a Council member of ICAZ and in the Committee of ICAZ, such as the Audit and Finance Committee, Pathways Committee, We CAN Committee as well as on the Accounting Practices Committee. Dudu currently sits on the Zimbabwe International Trade Fair board, is a member of the Public Accountants’ and Auditors’ Board (PAAB) Accounting Standards Committee, and also a member of the Strategy Committee of the International Federation of Women Accountants’. She has served on the CBZ Bank Board, Old Mutual, Schweppes Zimbabwe Limited and ZINWA as an Independent Non- Executive Director.