The Board of Directors (“the Board”) of the Industrial Development Corporation of Zimbabwe Limited (‘the Corporation”) acknowledges the need for a Board Charter as recommended by the Public Entities Corporate Governance Act (Chapter 10:31). This Board Charter shall be subject to the applicable provisions of the Industrial Development Corporation Act (Chapter 14:10) and any other applicable law (s) or regulatory provisions. The Board adopts the generally accepted corporate practices prescribed by the Codes of Best Practice: Cadbury Report, King IV and Public Entities Corporate Governance Act (10:31)
The Industrial Development Corporation Act (Chapter 14:10) and the regulations made in terms thereof, sets out the objects and powers of the Corporation and contains specific provisions relating to the composition, powers and functioning of the Board of Directors.
- Purpose of Charter
This Charter is intended to provide a concise overview of:
- The delineation of the roles, functions, responsibilities and power of the Board and the Committees of the IDCZ Board;
- Power delegated to various Board Committees of the Corporation (Refer to Terms of Reference of Board Committees)
- The policies and practices of the Board in respect of matters such as corporate governance, declarations and conflicts of interest, board meetings documentation and procedures and the nomination, remuneration, appointment, induction, training and evaluation of the Board and the Committees.
- Composition of the Board
Members of the Board shall be appointed by the Minister (“Minister of Industry and Commerce”) in consultation with the President and shall not be less than 5 or more than 9 in number.
The Board shall comprise of both executive and non-executive directors with a majority of non-executive directors being independent. The demographics of Zimbabwe shall be considered in relation to the composition of the Board.
The Minister shall appoint directors for their knowledge or experience in development finance, business, general administration, management or for their professional qualification or any other field which is relevant to the operation and management of the Corporation. All appointments shall be primarily on the basis of merit.
- Membership of the Board
Members will not be allowed to serve for more than two four-year terms (a total of eight years in all). As far as practicable, there will be equal numbers of men and women on the board, and Zimbabwe’s regions will be equitably represented. Vacancies on the Board will have to be filled within 90 days.
The members of the Board shall be expected:
- To acquire a working knowledge and understanding of the Corporation’s business, the laws, regulations that govern the activities of the business;
- To have the ability to make sound business decisions and recommendations;
- To exercise judgment independently;
- To exercise stewardship at all times and uphold the highest degree of ethics in all forms of conduct.
The Remuneration and Human Resources Committee shall be responsible for the co-ordination of the process for review of the performance of the Board and other committees established by the Board.
- Declaration of Interest
In the interests of transparency and the avoidance of conflicts of interest, as soon as possible after being appointed or re-appointed (within three months after the appointment or re-appointment as per the Public Entities Corporate Governance Act Section 37) every Board member shall provide the Office of the President and Cabinet with a written declaration listing in full-
- All immovable property which the member owns or leases or which he or she has any other interest in; and
- Any item of movable property, exceeding one hundred thousand dollars ($100 000) or such greater value as maybe prescribed
- Any business in which the member has an interest or which he or she plays any part in running
- Role of the Board
The Board shall ensure that the Corporation achieves the mandate of the organisation as defined by the Shareholder through the Corporation’s founding statute (the IDC Act). In this regard the Board shall assume ultimate accountability for governance and oversight in respect of the affairs of the Corporation and shall in doing so effectively represent and promote the interest of the Shareholder; whilst management, led by the General Manager, retains the responsibility for execution of the Board approved strategy within the confines of the mandate and directions.
The Board is the focal point of corporate governance in the Corporation. It is ultimately accountable for the performance and the affairs of the Corporation and is responsible for managing its relationship with management, the Shareholder and other stakeholders of the Corporation along sound corporate governance principles. The Board shall be responsible for ensuring that an adequate and effective process of corporate governance is established and maintained, that compliance is met with the Public Entities Corporate Governance Act (Chapter 10:31), and any other pertinent legislative framework whose provisions has significant bearing on the IDCZ.
The Board has a responsibility to the broader stakeholders, who include the present and potential beneficiaries of the IDCZ products and services, clients, lenders, investors and employees, to achieve continuing prosperity for the Corporation.
The Board shall provide strategic guidance to management in the formulation and review of corporate strategy.
The Board shall ensure that technology and systems used by the Corporation are adequate to run the business properly for it to compete through the efficient use of its assets, processes and human resources.
The Board shall ensure that the Shareholder’s performance objectives are achieved and that the same can be measured in terms of performance of the IDCZ Board. In this regard, the Board shall annually enter into an Agency Integrated Performance Agreement with the Minister as required by Office of the President and Cabinet to document key performance areas.
The Board shall establish formal and transparent arrangements for maintaining a relationship with external and internal auditors and shall ensure timely and accurate disclosure to the Shareholder of any information that would be of material importance.
The Board shall develop a clear definition of the levels of materiality or sensitivity in order to determine the scope and delegation of authority and ensure that it reserves specific powers and authority for itself.
The Board shall manage potential conflicts of interest of management and Board members.
The Board is the guardian of the values and ethics of the IDCZ, and shall proactively promote the Code of Ethics. (The IDCZ Business Ethics Charter hereto attached for ease of reference)