Download the Zambian Breweries 2009 Annual report ... - SABMiller

12 Corporate Governance Statement
Good corporate governance ensures that a positive
working relationship exists between the company
and all its key stakeholders. It is for this reason that
the Board of directors and management of Zambian
Breweries Plc attach great importance to corporate
governance.
The Lusaka Stock Exchange corporate
governance code sets the standards which listed
companies are supposed to comply with. During the
year, the Group complied with the requirements of the
code, as follows:
Board Charter
The Board Charter sets the minimum
standards, duties and responsibilities of the Board of
Directors and some of which are listed below:
Responsibilities
Strategic planning and approving annual budgets, and
measurement of actual company performance against
set plans.
Risk Management
Approval of Material transactions such as
Capital Expenditure and borrowing facilities.
Board Structure
The board of directors ensures that an
adequate board composition exist at all times. This
requires a balance in number between the nonexecutive
and executive directors. The non-executive
members are in majority.
The board has one sub-committee called
the Audit Committee and maintains an Audit
Committee Charter which sets the responsibilities of
the members. The Chairman of the Audit Committee
is a non-executive member and is fully qualified to
undertake such a role.
The position of the Managing Director and
Chairman of the board is held separate.
The board of directors are permitted to obtain
professional advise from Outside Advisors at the
expense of the company, as long as the information
being sought for is for the benefit of the company.
Ethics Policy
The company rolled out the Ethics Policy,
during the year, and this was extended to suppliers
and distributors.
The policy sets the required conduct of our
employees and those of our external stakeholders.
Board Meeting
The board met three (3) times during the
year. Sufficient information was made available to all
board members prior the meeting.
A meeting attendance register is maintained
by the company secretary. All board members
attended the 3 meetings which were set for the year.
Executive and Non-Executive Directors
Non-Executive directors are individuals with
the necessary skill and experience that is required to
bring an external and independent mind to bear at
board level.
Management ensures that adequate
information is made available to the non-executive
members.
Director Compensation
Disclosure of director fees and remuneration
is made in the Annual report.