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 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.
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.
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 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.
- 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 requirements of the Companies and Other Business Entities Act (Chapter 24:31) (“COBE”) and with the COBE and with the VFEX Listing Requirements and in line with governance policy and international best practices of corporate governance. At the commencement of F2023 our Board of Directors consisted of two Executive Directors, three Independent Non-executive Directors and two Non-Independent Non-Executive Directors, a composition and number which is in accordance with the requirements of COBE, that a public company should have a minimum of seven 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 pages 166 and 167.
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.
Summarised on pages 162 and 163 is the Board Structure and the members of the various Board Committees and the responsibilities of each Committee.
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 23.3.
As at 30th June 2023, there were no loans from the Group to any Director.
| Committee | Members | Committee Members Summary Roles & Responsibilities |
|---|---|---|
| Audit & Risk | T.N. Sibanda (Chairman) M.J. Fowler D.K. Shinya (Mrs) | 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. 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. |
| Remuneration | A.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. |
| Nominations | A.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. |
| Executive | J.P. Schonken (Chairman) G. Gwainda M.J.R. Lashbrook A.D. Lorimer (Company Secretary) N. Mazango R. Nyamuziwa C. Tumazos 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 & Investment | G. Gwainda (Chairman) J.P. Schonken L. Magara R. Nyamuziwa A.D. Lorimer (Company Secretary) A. Warren-Codrington | 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. |
IAL Head Office Executive Management Team: Left to right: Andrew Lorimer - Group Company Secretary, Raymond Nyamuziwa - Group Treasurer, Ronald Gumbo - Group Tax Officer Kudakwashe Nyakatsare - Group Finance Executive, Priti Da Silva - Group Services Executive & Tracey Stephens - Personal Assistant to Executives & Office Administrator
Attendance of Directors and Executives at Meetings
Attendance of Directors and Executives at Meetings during the 2023 Financial Year (1st July 2022 to 30th June 2023)
| DIRECTOR / EXECUTIVE | YEAR OF APPOINTMENT | MAIN BOARD (4 Meetings) | EXECUTIVE (6 Meetings) | AUDIT & RISK (3 Meetings) | REMUNERATION (2 Meetings) | NOMINATIONS (1 Meetings) | FINANCE & INVESTMENT (7 Meetings) |
| Mr.A.B.C Chinake | 2015 | 4 | n/a | n/a | 2 | 1 | n/a |
| Mr. M.J Fowler | 1994 | 2 | n/a | 3 | 2 | 1 | n/a |
| Mr. G. Gwainda | 2015 | 4 | 6 | 3 | 2 | 1 | 7 |
| Mr. Z. Koudounaris | 1996 | 4 | n/a | n/a | n/a | n/a | n/a |
| Mr.J.P Schonken | 2007 | 2 | 3 | 2 | 2 | 1 | 4 |
| Mr.T.N Sibanda | 2005 | 4 | n/a | 3 | 2 | 1 | n/a |
| Mrs. D.K Shinya | 2021 | 4 | n/a | 3 | n/a | n/a | n/a |
| Mr. A.D Lorimer | n/a | 4 | 4 | 3 | n/a | 1 | 5 |
| Mr. M.J.R Lashbrook | n/a | n/a | 6 | n/a | n/a | n/a | n/a |
| Mr. R. Nyamuziwa | n/a | n/a | 6 | n/a | n/a | n/a | 7 |
| Mrs L. Magara | n/a | n/a | n/a | n/a | n/a | n/a | 6 |
| Mr. N. Mazango | n/a | n/a | 4 | n/a | n/a | n/a | n/a |
| Mr. C Philp* | n/a | n/a | 2 | n/a | n/a | n/a | n/a |
| Mr. C. Tumazos | n/a | n/a | 5 | n/a | n/a | n/a | n/a |
| Mr. A. Warren- Codrington | n/a | n/a | 6 | n/a | n/a | n/a | 7 |
* Appointed January 2023
Front Row: - Andrew Lorimer - Group Company Secretary, Michael Lashbrook - National Foods Chief Executive Officer, Godfrey Gwainda - IAL Group Chief Financial Officer, Julian Schonken - IAL Group Chief Executive Officer, Ngoni Mazango - Bakeries Chief Executive Officer
Back Row: - Raymond Nyamuziwa - Group Treasurer, Alastair Warren-Codrington - Business Development Executive, Dino Tumazos - Colcom Group Chief Executive Officer & Calum Philp - Rutanhi Beverages Group Chief Executive Officer
Board of Directors
Addington Chinake
Independent Non-Executive Chairman (Appointed January 2015)
Addington is a legal practitioner by profession with more than thirty years of experience in legal services in Zimbabwe. Over the past thirty years his area of specialisation has been corporate and commercial law, including mining law, competition law, mergers and acquisitions, and capital raising. Addington continues to be 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, financial institutions and major private transactions and Greenfield mining projects. Addington is a member of the International Bar Association and an advisor to the Judicial Service Commission and The Reserve Bank of Zimbabwe. He is a large benefactor to the Emerald Hill Children’s Home for the Deaf and Orphans as its Ambassador. Addington is a past Trustee of the National Gallery of Zimbabwe and remains a Top Ranked Commercial Lawyer in Zimbabwe by Chambers and Partners. Addington has sat on the boards of other publicly listed companies and is the current Chairman of Simbisa Brands Limited. He is a member of the Innscor Group Remuneration and Nominations Committees.
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 24 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.
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 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 holds an MBA from Henley Business School of the University of Reading.
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 and gold mining 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, Nominations and Audit Committees.
Thembinkosi (Themba) Sibanda
Independent Non-Executive Director (Appointed November 2005)
Themba, is a Chartered Accountant by profession, with over thirty-eight years post- qualifying experience. He has continued to practice with the firm Schmulian and Sibanda Chartered Accountants (Zimbabwe) in Bulawayo. Over the past thirtythree years, he has served on the boards of several bluechip 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.
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.
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 Masters’ in business Leadership from the UNISA Graduate School of Business Leadership.
Dudu has experience in accounting, financial and business leadership, with a career spanning over twenty five years, having started her career at PricewaterhouseCoopers.
Dudu has held various positions at Zimbabwe Investment and Development Agency (ZIDA) and at the time of leaving them in 2023 held the position of Chief Financial Officer. Previously she worked with the Takura Capital Group overseeing the finance departments at Medical Investments limited as well as Amalgamated Brands, the investment holding company for Cairns Holdings, Lobels’ Bread, Cailogistics and Cailo Marketing. Prior to that, she was the Finance Director of Schweppes Holdings Limited.
Dudu is a past president of the Institute of Chartered Accountants (ICAZ) and has been a member of various ICAZ committees as well as the Council itself. She has held various board positions and is currently an independent director on the Hippo Valley Estates Board, Zimbabwe Foreign Services Institute as well as the vice chairperson of the COMESA Regional Investment Agency Boards.