Board Charter

4.1 Legal Duties

Directors have legal duties of good faith, loyalty, care, skill and diligence in the discharge of their functions.

4.2 Duty of Good Faith and Loyalty

The duty of good faith and loyalty requires that Directors should honestly apply their minds and act in the best interests of the Authority at all times; ensure that there is no conflict between their interests and those of the Authority, and that they are loyal to the Authority and its business.

4.3 Duty of Care

The duty of care requires that Directors should act as good stewards of the Authority's assets and apply their minds honestly in making decisions concerning the organisation as well as ensure that Management achieve the maximum sustainable long-term return on investment.

4.4 Duty of Diligence

The duty of diligence requires that Directors should understand the information given to them and come to all meetings fully prepared and informed about the issues subject to discussion. In this regard Directors must study and understand issues prior to attending meetings.

4.5 Director Requirements

Each Director shall ensure that he/she:

• Has time and commitment to the Authority by attending a minimum of seventy-five per cent of Board and Board Committee meetings, Annual General Meetings and stakeholder meetings
• Is knowledgeable about the Authority's financial, social and political environment in which the ZINWA operates
• Is in a position to make informed and independent decisions

8.1 CEO Responsibilities

The CEO plays a critical and strategic role in the operations and success of the Authority's business and shall:

• Be responsible for leading the implementation and execution of approved strategy and operational plans in order to achieve the Authority's financial and strategic objectives, and ensure that the day-to-day business affairs of the Authority are appropriately managed
• Develop and recommend to the Board yearly budget that support the organisation' strategy and ensure that the short and long-term strategy and vision of the Authority is achieved in a sustainable manner
• Ensure that a positive and ethical work climate is maintained which is conducive to attracting, retaining and motivating employees at all levels in the Authority
• Foster a corporate culture that promotes sustainable ethical practices, encourages individual integrity and fulfils social responsibility objectives and imperatives
• Ensuring proper succession planning and performance appraisals of the Authority
• Serve as the Authority's chief representative

9.1 Appointment

The Board shall appoint a competent and objective independent Corporate Secretary who thrives to achieve the realisation of good corporate governance principles.

9.2 Responsibilities

The Corporate Secretary shall:

• Ensure that Board procedures are followed and reviewed regularly and that applicable rules and regulations for the conduct of the affairs of the Board are complied with
• Be responsible for proper compilation and timely circulation of Board packs
• Keep a register of disclosures of interest with respect to each Director. Directors shall be required to give written notice of any changes with regards to disclosure particulars
• Ensure that minutes of Board and Board Committee meetings are properly recorded and circulated to the directors in a timely manner, after the approval of the Chairperson of the Board or the relevant Board Committee Chairperson
• Ensure that Board resolutions are implemented timely and effectively and that appropriate feedback on specific agenda items and matters arising from Board meetings are obtained
• Assist the Chairpersons of the Board and Board Committees in developing an Annual Board Plan and other strategic issues of an administrative nature that affect the Board
• Provide a central source of advice to the Board and within the Authority on matters of good corporate governance, law and any developments or changes thereto
• Have a pivotal role to play in terms of Corporate Governance in the Authority, advice issues and guidance to Directors individually and collectively on their duties and responsibilities
• Co-ordinate and organise the induction of new Directors, and together with the Chairperson of the Board, develop mechanisms for providing continuous education and training for Board members in order to improve and maintain the effectiveness of the Board
• Report to the Chief Executive Officer

10.1 Annual Evaluation

The Board led by the Chairperson or an independent service provider, will undertake a formal annual evaluation of its own performance, its Committees and individual Directors, and consider changes to improve the effectiveness of the Board and its Committees.

10.2 Evaluation Process

The Chairperson should ensure that Directors know that they will be subject to review, know the criteria used for evaluation, and know the procedures that will be followed. An evaluation questionnaire should be distributed in time for Directors to complete prior to evaluation meeting.

10.3 Performance Improvement

Should a deficiency in a Director's performance be identified, a plan should be developed and implemented for the Director to acquire the necessary skills or develop appropriate behavioural patterns.

10.4 Review of Results

Evaluation results should be reviewed by the full Board. The action plan arising out of the evaluation should be reported and discussed and a consolidated summary of the whole process should be reported to the full Board.

11.1 Orientation Programme

The Board shall establish a formal orientation programme to familiarise incoming Directors with the Authority's operations, its business environment, and sustainability issues relevant to its business, and to acquaint them with their fiduciary duties and responsibilities.

11.2 Mentoring and Induction

The Chairperson should promote mentoring to enhance Directors' confidence (especially those new to the role) through a Board induction / Board orientation process. An appropriate induction programme should meet the specific needs of both the Authority and the individual and should enable any new Director to make the maximum contribution as quickly as possible.

12.1 Access to Advice

The Authority's Board can take independent professional advice on matters pertaining to their roles and responsibilities as Directors of ZINWA.

12.2 Cost Coverage

ZINWA shall pay the costs incurred by the Board in doing so, provided that before seeking independent advice, the Board discusses the requirement for the advice at a full Board meeting or in urgent cases, with the Chairperson and gets the Chairperson's approval.

14.1 Establishment of Committees

In accordance with the Public Entities Corporate Governance Act and ZINWA Act and for the better exercise of its functions, the Board shall establish Committees vested with such powers (not exceeding its own) as the Board may determine, from time to time.

14.2 Committee Charters

The Board Committees shall have formal Charters which define its roles and functions and Committee's scope and reporting procedures.

14.3 Committee Constitution

Committees shall be appropriately constituted, taking into account the objectives of the Authority. The composition of Board Committees should be disclosed in the integrated annual report.

14.4 Committee Membership

Board Committees shall only comprise members of the Board. External parties, such as paid advisers, may be present at committee meetings by invitation.

17.1 Quorum Requirement

Five members of the Board shall form a quorum at any meeting of the Board.

17.2 Meeting Without Quorum

The Board may meet without a quorum for ninety (90) days after the number of members appointed cease to constitute a quorum of the Board and such decisions will cease to have effect if not ratified by a meeting at which a quorum is present after the expiry of the ninety (90) days.

18.1 First Meeting

As provided for in the ZINWA Act, the Board shall hold its first meeting on a date and place fixed by the Minister, and thereafter, shall meet for the dispatch of business and adjourn, close and otherwise regulate its meetings and procedure as it thinks fit.

18.2 Meeting Frequency

The Board shall meet at least four (4) times in each financial year or as provided for in terms of the Public Entities Corporate Governance Act.

18.3 Special Meetings

The Chairperson of the Board:

• May convene a special meeting of the Board at any time
• Shall convene a special meeting of the Board on the written request of the Minister or not fewer than two members, which meeting shall be convened for a date not sooner than seven (7) days and not later than thirty (30) days after the Chairperson's receipt of the request

18.4 Notice for Special Meetings

Written notice of a special meeting convened shall be sent to each member not later than forty-eight (48) hours before the meeting and shall specify the business for which the meeting has been convened.

18.5 Business at Special Meetings

No business shall be discussed at a special meeting convened other than such business as may be determined by the Chairperson of the Board, where s/he convened the meeting or the business specified in the request for the meeting.

18.6 Decision Making

Anything authorized or required to be done by the Board may be decided by a majority vote at any meeting of the Board at which a quorum is present.

18.7 Voting Procedure

At all meetings of the Board each member present shall have one vote on any question before the Board and, in the event of an equality of votes, the person presiding at the meeting shall have a casting vote in addition to a deliberative vote.

18.8 CEO Participation Restrictions

The Chief Executive Officer shall not take part in the discussion of, and shall not vote on, any question before the Board which involves:

• His tenure of office or conditions of service
• Advice which the Board is to give the Minister in regard to an appeal against a decision of the Chief Executive Officer as provided in Section 49 of the ZINWA Act

18.9 Written Resolutions

Any proposal circulated among all members and agreed to in writing by a majority of them shall have the same effect as a resolution passed by a duly constituted meeting of the Board and shall be incorporated into the minutes of the next succeeding meeting of the Board.

18.10 Board Papers

Directors should ordinarily receive Board papers and related material not later than seven (7) working days prior to the relevant meeting.

18.11 Minutes and Resolutions

Minutes of the meetings of the Board of Directors and resolutions of Directors must be prepared by the Secretary within two (two) weeks as required, approved by the Chairperson, and circulated to all members of the Board of Directors.

18.12 Resolution Distribution

The Chief Executive Officer shall ensure that a copy of every resolution of the Board, signed by the Chairperson of the meeting, is sent to the line Minister and the Corporate Governance Unit without delay after it has been adopted.

18.13 Annual General Meeting

At least once a year, the Board shall convene an annual general meeting in terms of Section 33 of the Public Entities Corporate Governance Act and invite the persons specified therein.

18.14 Electronic Meetings

Board members may meet by other electronic means that permit them to communicate adequately with each other, provided that each director has equal access to the specific means of communication to be used.

18.15 Remote Attendance

A member of the Board may attend a meeting via interactive telephone, Internet, satellite audio, or video conferencing or any other technology that enables all participants to be clearly audible to one another.

18.16 Remote Participation Conditions

Remote participation shall be allowed for the following reasons:

• Epidemic
• Emergency
• Geographic distance

18.17 Remote Participation Requirements

A member attending remotely must participate in the entire discussion item prior to voting on an issue and must state for the record that he or she is alone and cannot be overheard.

19.1 Compliance with Act

All Board Members and senior staff members shall abide by provisions section 34 of the Public Entities Corporate Governance Act which provides for conflict of interests.

19.2 Declaration of Conflict

A Member shall not allow direct or indirect professional relationships to affect in any way the conduct of his/her activities for the ZINWA. Where a Member of the Board of Directors, using his/her best judgement, comes to the conclusion that he/she may have a conflict of interest with regard to a decision taken by the Board of Directors, he/she shall immediately declare so to the Chairman of the Board of Directors.

19.3 Disclosure Obligations

Directors are obliged to disclose their direct or indirect interests in writing in:

• Any other company, partnership, trust or legal entity
• Any contract or proposed contract which is of significance to the operations of the Authority and which is entered into or to be entered into by any Director on behalf of another Company he/she has interest in

19.4 Transaction Disclosure

Directors who have an interest in a transaction to which ZINWA is an actual or potential party are required to disclose their interest to the Board. This interest can arise from:

• Being the other party to the contract
• Any other interest that may conflict with the interests of the Authority

21.1 Non-Disclosure

A Member of the Board of Directors shall not divulge any confidential information or data received during the performance of his/her duties to persons or bodies outside ZINWA, other than persons assisting the Board in the discharge of duties as Board Members, provided that such persons are subject to an equivalent duty of confidentiality. He/she shall continue to be bound by this obligation after termination of his/her mandate.

21.2 Protection of Decision-Making Process

A Member of the Board of Directors shall protect the integrity of the ZINWA's decision-making process. In particular, he/she shall refrain from disclosing what is said at Board of Directors' meetings to persons or bodies outside the ZINWA, other than the intended recipients of the information.

22.1 Prohibition on Gifts

A Board Member must not accept any gifts or hospitality which might, or might reasonably appear to, compromise his/her personal judgment or integrity or place him/her under an improper obligation. He/she must never canvass or seek gifts or hospitality.

22.2 Compliance with Rules

He/she must comply with the rules set by the ZINWA on the acceptance of gifts and hospitality. He/she should inform the Board Chairman of any offer of gifts or hospitality and ensure that, where a gift or hospitality is accepted, this is recorded in line with ZINWA rules.

22.3 Personal Responsibility

A Board Member is responsible for his/her own decisions on the acceptance of gifts or hospitality and for ensuring that any gifts or hospitality accepted can stand up to public scrutiny and do not bring ZINWA into disrepute.