The Board of directors is responsible for the direction and control of the company, setting its strategic aims, providing leadership to put them into effect, supervising management and reporting to shareholders on their stewardship. To that end it has established appropriate policies and procedures to govern the conduct of the company's business and deliberations of the board. The company supports the Code of Corporate Practices as contained in the King Report on Corporate Governance.
Issues of corporate governance and ethics are taken very seriously at Dairibord Holdings. The group operates a "zero tolerance to corruption" policy. It also encourages employees to bring to the fore any incidents of corruption or theft in the company. The Group values strong corporate governance ethics and it is one of the first private sector companies in Zimbabwe to have come up with its own corporate governance manual that seeks to ensure that group members continue to uphold the principles central to good governance namely, accountability, responsibility and transparency.
The present Dairibord Holdings Board comprises of eight non-executive directors (including the chairman) and three executive directors.
Directors are required to declare any dealings in the shares of the company. They must also declare any other interests that may materially affect the company.
Appointment and retirement of non-executive Directors:
In terms of the articles of association, a third of the non-executive directors retire from office by rotation at every Annual General Meeting (AGM) and are eligible for re-election.
Finance and Audit Committee:
The committee monitors the company's overall control procedures and external financial reporting and provides direct oversight and liaison on behalf of the board with both internal and external auditors.It operates and reports under written terms of reference. Its membership comprises two non-executive drectors and its meetings are attended, by invitation, by the Group Chief Executive, Group Finance Director, Chief Internal Audit manager and a partner from the company's external auditors, Ernst & Young.
This committee is responsible for reviewing the company's remuneration policies and approving remuneration packages for senior executives. It comprises two non-executive directors.
It is Board policy that provided the board agrees that there is justifiable case; directors shall be entitled to seek independent professional advice at the company's expense in the furtherance of their duties.
At the operational level, there are formally constituted Workers Committees, Works Councils, and Union Committee structures, which provide a means of effective communication between management and employees on matters that affect the company and welfare of employees.
Directors' Responsibilities and Risk Management
The directors are required by company law to prepare financial statements for each financial year giving a true and fair view of the state of affairs of the company and the Group as at the end of the financial period and of the profit and cash flows for the same period.
The directors are responsible for maintaining adequate records, which disclose with reasonable accuracy the financial position of the Company and for the Group, and enable them to ensure that the accounts comply with the Companies Act. They are also responsible for safeguarding the assets of the Group and for preventing and detecting fraud and other irregularities.
The directors consider that in the preparation of these accounts, reasonable and prudent judgments and estimates have been made., generally accepted accounting practices have been followed, suitable accounting policies have been used and applied consistently.
The directors recognize and acknowledge their responsibility for the Group's systems of internal control. These systems are adequate to provide reasonable assurance that assets are safeguarded and that accurate records necessary for the preparation of the financial statements are maintained.
Risk management is practiced within the group in order to protect assets and earnings against exceptional financial losses and legal liabilities. Regular physical counting and inspection of individual assets, strict debt management, and the application of the group insurance policy protect group assets. Operational risks are managed through formalized procedures and controls, well-trained personnel, and where necessary back-up facilities. Emphasis is placed on continuous improvement of systems and ways of working through business process re-engineering as well as internal and external audits. Speculative financial transactions are not permitted.