Zambian Breweries Annual Report - Released June 2012 - SABMiller

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Zambian Breweries Plc 9 The Company recognises its responsibility regarding the occupational health, safety, and welfare of its employees and has put in place measures to safeguard them. Gifts and donations During the year the Company made donations of K256 million (2011: K86 million) to various charitable organisations and events. Exports Product to the value of K5,317 million (2011 – K 2,441 million) was exported from Zambia during the year. Property, plant and equipment The Company purchased property, plant and equipment amounting to K323,920 million (2011: K61,780 million) during the year. In the opinion of the Directors, the carrying value of property, plant and equipment is not more than its market value. Research and Development No research and development costs were incurred by the Company during the year (2011: Nil) Auditors The Company’s auditor, PricewaterhouseCoopers, has indicated their willingness to continue in office and a resolution for their reappointment will be proposed at the annual general meeting. By order of the Board M M. Mutimushi Company Secretary 12 June 2012
Zambian Breweries Plc 10 Zambian Breweries plc is committed to applying the principles of best practice corporate governance to facilitate effective and prudent management and to drive the long-term success of the Company. This statement describes how the Company draws guidance from the Lusaka Stock Exchange Governance Code, the UK Combined Code on Corporate Governance and the Turnbull Guidance Report on internal controls. FRAMEWORK The Company has established a formal governance framework by way of adopting comprehensive Board Procedures on Corporate Governance. This framework provides detailed guidance for effective governance of the Company which includes formal policies, procedures and relevant management reporting requirements. THE BOARD The Board of the Company is responsible for the leadership, strategic direction and overall management of the Company. It sets the Company’s strategic aims, establishes the Company’s values and standards, and monitors compliance within a framework of effective controls. As at 31 March 2012 and throughout most of the year, the Board comprised of six directors two of whom were executives, and four including the Chairman were non-executive directors. The names and other details of all of the directors as at the date of this report are as set out in the section headed “The Board of Directors” in this Annual Report. Each of the executive directors has a combination of professional skills and vast experience in the business. The nonexecutive directors represent a diverse business background complementing the executive directors’ skills. All of the directors bring an objective judgment to bear on issues of strategy, resources and standards of performance. The directors believe that the Board includes an appropriate balance of skills and ability to provide effective leadership and control to the Company. The Board met formally three times during the year, as well as informally as and when required. Attendance at Board and committee meetings was 100% on the part of all Board members. The Board reserves for itself a formal schedule of matters on which it takes the ultimate decision. These include adopting the Company’s strategic plan and the annual budget, approving all major capital expenditure and material contracts, acquisitions and disposals of businesses and other assets, appointment of senior executives and succession planning, reviewing management’s corporate and financial performance, and overall review of the Company’s internal controls. Particular other matters are delegated to the Audit Committee of the Board, the roles and responsibilities of which are set out below. RETIREMENT AND ELECTION OF DIRECTORS It is the Board’s policy that new Directors are subject to election at the first opportunity following their appointment. Non-executive Directors are subject to retirement and re-election on an annual basis, in accordance with the Articles of Association. COMPANY SECRETARY The Company Secretary is appointed by the Board of Directors. All Board
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Zambian Breweries Annual Report - Released June 2012 - SABMiller

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