The Board of Directors (‘the Board’) of Zimplats Holdings Limited (“Zimplats” or “the Company”)
acknowledges the need for a Board Charter as recommended in the ASX Corporate
Governance Principles and Recommendations 2nd Edition and the King III Report on
Corporate Governance. The Charter is also subject to the provisions of the Companies (Guernsey) Law
2008, the Company‘s Memorandum and Articles of Association (“Articles’’), the ASX Listing Rules and any
other applicable law or regulatory provision.
1. PURPOSE OF CHARTER
This Charter is intended to provide a concise overview of:
1.1 the roles, functions, obligations, rights, responsibilities and powers of the Board; and
1.2 the policies and practices of the Board in respect of its duties, functions and responsibilities.
2. COMPOSITION OF THE BOARD
2.1 The Company shall maintain a unitary Board which shall comprise executive and non–
executive directors with a majority of non–executive directors of whom a majority shall
2.2 The Chairman of the Board shall be an independent non–executive director.
2.3 The Board shall appoint the Chief Executive Officer (‘CEO’) and set the terms of his/her
3. MEMBERSHIP OF THE BOARD
3.1 The office of the Chairman of the Board and the CEO shall be separate. There
shall at all times be a clearly defined division of responsibilities in both offices to
ensure a balance of authority and power.
3.2 The members of the Board shall be expected to:
• acquire a working knowledge and understanding of the Company‘s business and
the laws, regulations and customs that govern the activities of the business;
• keep abreast of changes and trends in Z i m p l a t s ’ business and the economic,
political, social and legal climate in general;
• make sound and ethical business decisions and recommendations.
3.3 The size of the board shall be sufficiently large to ensure the presence of a wide range
of skills, knowledge and experience without compromising common purpose,
involvement, participation and a sense of responsibility amongst the members
necessary to meet the Company‘s strategic objectives.
3.4 The period of office of directors shall be as follows:
• new Directors shall hold office only until the next annual general meeting at which
they will retire and be available for re–election;
• all Directors are subject to retirement by rotation and re–election by
shareholders at least once every three years, consistent with the Articles;
• the termination of service of any executive director for whatever reason shall
result in the resignation of that Director from the board.
3.5 Appointments to the Board shall be only be on the recommendation of the board
and the process shall be formal and transparent. The Board shall decide on any
appointment to the Board, subject to shareholder approval, as set out in the
3.6 On appointment to the Board, non–executive directors shall receive a formal letter of
appointment setting out clearly what is expected of them in terms of their roles and
responsibilities, time commitment, committee service and involvement outside Board
meetings. This Board Charter shall be attached to all letters of appointment and be
specifically incorporated by reference.
3.7 An induction programme aimed at an understanding of the Company, its operating
environment and the markets in which it trades shall be conducted for all newly
3.8 The retirement age for an executive director shall be 63 years and for a non–executive
director 70 years. The Board shall be entitled to re–elect a non–executive director who has
passed the age of 70 years, as provided for in the Articles.
3.9 The Board shall be responsible for ensuring directorship continuity, overseeing the
succession planning of directors and the regular review of the performance of the
Board, the Board members and Board Committees.
3.10 Any director shall be at liberty to accept appointments to other boards, provided that
such appointments do not result in any conflicts of interest with the Company. The
appointment of an executive director to another board shall be subject to the policy
adopted by the Company.
4 ROLE OF THE BOARD
4.1 The Board shall assume ultimate accountability and responsibility for the performance
and affairs of the Company and shall in so doing effectively represent and promote
the legitimate interests of the Company and its shareholders. The Board, at all times,
shall retain full and effective control over the Company and shall direct and supervise
the business and affairs of the Company.
4.2 In addition, the Board has a responsibility to the broader stakeholders which
include, inter alia, the present and potential beneficiaries of Z i mplats products
and services, clients, suppliers, lenders, employees and the wider community to
achieve continuing prosperity for the Company.
4.3 Directors, both executives and non–executives, carry full fiduciary responsibility and owe a
duty of care and skill to Zimplats in terms of legislation, common law and the code of ethics.
4.4 The Board shall exercise leadership, enterprise, integrity and judgement in
directing the Company’s affairs to achieve continuing prosperity within the context
of transparency and accountability.
4.5 The Board shall oversee, approve, monitor and review corporate strategy, major plans
of action, Company policies, appropriate systems, annual budgets and business plans.
4.6 The Board shall establish performance objectives to enable it to measure
management’s performance and the progress of the Company in attaining set goals,
objectives and targets.
4.7 The Board shall develop clear definitions of the levels of appropriate materiality or
sensitivity in order to determine the scope and delegation of its authority and to ensure that
it reserves specific powers and authority for itself. All delegated authority shall be in writing
and shall be evaluated on a regular basis.
4.8 The Board shall manage potential conflicts of interest of Board members, management,
th e shareholders and wider stakeholders.
4.9 The Board shall oversee the Company’s values and ethics and shall ensure that an
appropriate corporate code of conduct is in place.
4.10 The Board shall be responsible for ensuring that succession plans are in place for the
Board as a whole, the Chairman, CEO, non–executive directors, Board Committee
members, executive management and key posts (as determined by the Board from time to
time) in the Company.
4.11 The Board shall ensure that technology and systems used in the organisation are
appropriate for it to run the business properly and competitively through the efficient use
of its resources.
4.12 The Board shall manage and protect the Company’s financial position with the aid of its
Audit and Risk Committee, and in so doing shall ensure that:
the financial statements are true and fair and contain proper disclosures and conform
with the law;
appropriate internal controls and regulatory compliance policies and processes are in
place; and non–financial aspects relevant to the business of the Company are identified and
4.13 The Board shall implement and maintain an effective group–wide risk management
framework and ensure that key risk areas and key performance indicators of the business
are identified and monitored.
4.14 The Board shall ensure that the Company complies with all relevant laws, regulations
and codes of business practice.
4.15 The Board shall be satisfied that the Company has a sound communication policy and
that it communicates regularly, openly and promptly with its shareholders and all relevant
stakeholders, with substance prevailing over form.
4.16 The responsibility for the day–to–day management of the Company shall vest with
executive management within the powers and authorities delegated to it by the Board. The
B o a r d s h a l l afford e x e c u t i v e management strategic direction and support in the
execution of its duties.
4.17 Board members shall have unrestricted access to all Company information,
records, documents and property. The Company Secretary shall assist the Board or any
member thereof in providing any information or document that may be required
• approval of terms and conditions of the Company’s rights issues, public
offers, capital issues or issues of convertible securities, including shares, or
convertible securities issued for acquisitions;
• approval and authority to issue circulars to shareholders of the Company;
• approval and authority to issue prospectuses, listings particulars, rights offers or
takeover or merger documents;
• recommendations to shareholders that they approve any ordinary or special
• recommendation to shareholders on a particular course of action proposed by the
• the listing or termination of the listing of the Company’s shares on the stock
• appointment to the Board;
• approval of the terms of reference of and changes to the composition of the
• changes to the directors fees as recommended by the Remuneration Committee;
• approval of any share incentive scheme, the rules applicable to any such
scheme and any amendment to such rules as recommended by the
Remuneration Committee, for submission to shareholders, if applicable.
6 RELATIONSHIP WITH STAKEHOLDERS
6.1 The Board shall endeavour to familiarise itself with any issues of concern to stakeholders.
6.2 The Board shall evaluate economic, political, social and legal issues on a regular
basis, as well as any other relevant external matters that may influence or affect the
development of the business or the interests of the shareholders and, if appropriate,
obtain independent expert advice.
6.3 The Board shall encourage shareholders to attend annual general meetings .
All directors shall also be encouraged to attend these meetings and at a minimum the
Chairman, CEO, Deputy Chairman and/or Senior Independent Director (if any),
Chief Finance Officer , Chairmen of the Audit and Risk, Remuneration and SHEC
Committees, and any director, at the specific request of the Chairman, shall be present.
6.4 The Board as a whole has responsibility for ensuring that a satisfactory dialogue with
shareholders takes place based on the mutual understanding of objectives.
6.5 The rights of other stakeholders shall be recognised and respected and their
active co–operation will be encouraged in creating a sustainable and financially sound
7 CORPORATE GOVERNANCE
7.1 The Board is the focal point of corporate g o v e r n a n c e i n the Company. It is
ultimately accountable and responsible for the performance and affairs of the