ZEP-RE is committed to principles of good corporate governance. We stand for a form of responsible company management and control geared at long term creation of wealth and value for shareholders. We place critical importance on promoting and respecting the interests of shareholders, efficient supervisory practices at Board level and a communication policy that is open and transparent both internally and externally and an appreciation of other stakeholders interests.
The key aspects of our approach to Corporate Governance include: -
- Standards As a regional organisation ZEP-RE has the benefit of drawing upon best practices of corporate governance from different parts of the world.
- Structure ZEP-RE is a limited liability company governed by the Agreement establishing the Company, a multi state agreement that established the Company and governs the way it operates. The Company has three main governing bodies namely, the General Assembly, the Board of Directors and the Managing Director and the management team.
General Assembly, Board and Management.
The General Assembly is the highest organ of the Company and all powers of the Company are vested in the General Assembly. All shareholders of the Company are members of the General Assembly.
The Board of ZEP-RE is responsible for the overall conduct of the business of the Company. The Board is accountable to the shareholders for the operations of the Company and terms of service of the Board are determined by the General Assembly.
The Managing Director is responsible for the day to day running of the Company. He is assisted in this role by a Management team. The Managing Director is appointed by the General Assembly upon recommendation of the Board. He reports regularly to the Board on the operations of the Company. The rest of the Management team are appointed by the Board.
To assist the Board in the performance of its duties, various Committees have been established including as shown below.
Board Risk and Audit Committee
The Board Risk and Audit Committee comprises Mr. Tushar Shah (Chairman), Mr. Aden Saleh Omar and Mr. Zeru Woldemichael. The Committee serves in an advisory capacity to the Board and ensures that the Company’s assets are safeguarded, that there is in place an adequate control framework and material corporate risks are being managed. The Committee met thrice in 2013. The External Auditor and Internal Auditor have unrestricted access to and submit formal reports to the Audit Committee.
Board Strategy and Investments Committee
The Board Investments Committee comprises Mr. Yaw Kuffour (Chairman), Mr. Rajni Varia (Managing Director), Mr. Tadesse Admassu and Mr. Elias Baingana. The Committee advises the Board on policy issues pertaining to strategy and investments. The Strategy and Investments Committee met thrice in 2013.
Board Nominations, Remuneration and Human Resources Committee
The Board Nominations, Remuneration and Human Resources Committee comprises Mrs. Nelius Kariuki (Chairperson), Mr. George Silutongwe and Mr. Mohamed Mousa Idris. The Committee is mandated to monitor, evaluate, and advise the Board regarding issues of Board nominations and remuneration and general human resources issues affecting staff. The Nominations, Remuneration and Human Resources Committee met thrice in 2013.
The Committees through their respective Chairpersons submitted reports to the Board.