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

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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.
13 Company Secretary The company secretary is appointed by the board of directors and all board members have access to the services of the company secretary. The company secretary ensures that the annual calendar for board meetings is circulated to all board members after approval. Adequate information is provided to the members prior commencement of the board and subcommittee meetings. Audit Committee The Audit Committee is composed of three members, all of whom are independent of management. The Committee met three times during the year. The external auditors, the Managing Director and Finance Director were in attendance at each meeting by invitation. Internal and External Audit A fully staffed internal audit function was in operation through out the year. The Chief Internal Auditor has direct access to the Audit Committee Chairman. External Auditors are appointed on the recommendation of the Audit Committee. There were no non-audit services offered by the external auditors during the year. The Audit Committee reviews the Financial Statements and recommend to the board for approval before they are released. This is done after a comprehensive External Audit review. Risk Management The Group’s Risk Management system is subject to regular review to ensure maximum compliance with the requirements of the Lusaka Stock Exchange corporate governance code. To improve focus in this area, the company appointed a Risk Manager who heads a Risk Management Steering Committee. A report on the company risk profile is submitted to the Executive Committee and Board, at least once a quarter. Staff Development, Training and Information Technology The group is committed to staff development and training as this is critical to the continued sustainability of our operational capability. In the area of Information Technology, the company continued to invest in key areas that included upgrade of the Financial and Management operational systems and acquisition of additional Hardware and IT equipment. With the opening of the Depots in Mansa, Mpika, Mongu and Chipata the company had to electronically link the depots to the main head office in Lusaka. Appropriate IT ent was procured and installed by the close of the financial year. By automating and linking the depots to the main head office, this will improve on information processing and decision making. Legal and Compliance The company, as part of its management structure, has a Legal Counsel. Matters pertaining to monitoring compliance with laws and regulations is done through the legal counsel. The board and senior management are briefed, by the legal counsel, of any changes to the laws that are seen to impact on the business.
Page 1 and 2: AnnualReport & Accounts 2009 Zambia
Page 3 and 4: Financial Highlights 1 Restated K
Page 5 and 6: 3 Government engagement We are grat
Page 7 and 8: 5 imported beers and offer our loca
Page 9 and 10: Board of Directors 7 Valentine Chit
Page 11 and 12: freshing change 9
Page 13: 11 Exports No goods were exported f
Page 17 and 18: 15 REPORT OF THE INDEPENDENT AUDITO
Page 19 and 20: Zambian Breweries Plc Consolidated
Page 45: Zambian Breweries Plc Consolidated
Page 48: COPPERBELT BOTTLING COMPANY LTD P O

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

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