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Zimplats Holdings Limited Board Charter


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.


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.


2.1 The Company shall maintain a unitary Board which shall comprise executive and non
executive directors with a majority of nonexecutive directors of whom a majority shall
be independent.

2.2 The Chairman of the Board shall be an independent nonexecutive director.

2.3 The Board shall appoint the Chief Executive Officer (CEO) and set the terms of his/her


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 Companys 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 Companys 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 reelection;

all Directors are subject to retirement by rotation and reelection 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, nonexecutive 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
appointed directors.

3.8 The retirement age for an executive director shall be 63 years and for a nonexecutive
director 70 years. The Board shall be entitled to reelect a nonexecutive 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.


4.1 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 nonexecutives, 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
managements 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 Companys 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, nonexecutive 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
nonfinancial aspects relevant to the business of the Company are identified and

4.13 The Board shall implement and maintain an effective groupwide 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 daytoday 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

4.18 Board members shall monitor the social responsibilities of the Zimplats Board and
promulgate policies consistent with the organisation’s legitimate interests and good business
practices and shall thus:

subscribe to fair, equitable and nondiscriminatory employment practices;

preserve and protect the natural environment; and

enhance and promote the rights and participation of communities they serve.

5.1 The conduct of directors shall be consistent with their duties and responsibilities to
the Company and, consequently and indirectly, to the shareholders.

5.2 Directors responsibilities, rights, obligations and duties are set out in the Companies
(Guernsey) Law 2008, the Articles, the ASX Listing Rules and Corporate Governance Principles
and Recommendations and the King III report.

5.3 Directors shall comply with all relevant legislation and shall be required to maintain
strict confidentiality of all information relating to the business of the Company.

5.4 The Board shall be disciplined in fulfilling its function, with the emphasis being placed
on strategic issues and policy.

5.5 The Boards discussions shall be open and constructive. The Chairman shall seek a
consensus in the Board but may, where necessary, call for a vote. Discussions and
records shall remain confidential unless a specific directive is received from the Board to
the contrary.

5.6 The Board shall have sole authority over its agenda. Any director may request the
Company Secretary to include an item on the agenda for discussion by and the decision of
the Board.

5.7 At each meeting the Board shall, at a minimum, consider the matters laid out in the meeting

5.8 The Board shall, during the cycle of its activities:

approve the annual budget and business plan;

approve the annual and halfyearly financial statements and statutory reports and
shareholders and public announcements;

consider, and if appropriate, declare or recommend the payment of dividends;

review the performance of Board members and Board committees;

review the directors, Chairmans and CEO’s remuneration;

review policies and practices in general (such as remuneration, donations and
sponsorships, authority levels), as appropriate.

5.9 Nonexecutive directors may meet separately with management, without executive directors
in attendance.

5.10 Board Committees
5.10.1 The Board is authorised to establish committees, in which nonexecutive
directors shall play an important role, to assist it in the execution of its duties,
powers and authorities. The Board shall delegate to each of the committees
established such authority as is required to enable such committees to
fulfil their respective functions.

5.10.2 The delegation of authority to Board committees or management shall not
mitigate or discharge the Board and its directors from their duties and

5.10.3 The Board shall constitute the following committees: Audit and Risk,
Remuneration, Safety Health Environment a n d C o m m u n i t y ( S H E C ) .

5.10.4 Each committee shall have formal terms of reference that shall be approved by the

5.10.5 The Chairman of each committee shall report back to the Board at each Board
meeting on a general principle of transparency and full disclosure.

5.10.6 Board committees and members are authorised to obtain independent outside
professional advice as and when considered necessary. The Company
Secretary shall assist the Board committees and members in obtaining any
such professional advice.

5.10.7 The Board shall be able to impose or revoke any regulation and/or
delegation of authority, by which any committee or individual shall operate, at
any time by recording its decision in the Board minutes.

5.11 Performance assessments:

5.11.1 The Board shall be responsible for undertaking regular performance
assessments of the Chairperson, CEO, nonexecutive directors, the Board as a
whole, individual managers and Board Committees in order to evaluate their
effectiveness and performance.

5.12 Matters reserved for Board decision

5.12.1 The Board shall define levels of materiality, reserving specific powers to itself and
delegating other matters with the necessary written authority to management.
Delegated matters shall be minuted and evaluated on a regular basis.

5.12.2 The following matters shall be reserved for decision by the Board on the basis of any
recommendation that may be made from time to time by the Committees of the
Board and/or management:

5.12.3 Strategic issues

approval of the strategy, business plans and annual budgets and of any
subsequent material changes in strategic direction or material deviations in
business plans;

evaluation of key assumptions and business indicators on which the
Companys strategic objectives and policies are based;

consideration and approval of any material departure from strategic
objectives and policies, including significant realignment of the businesses in
which the group operates or is invested;

consideration and approval of any major transactions; and
oversight of all important policies regulating the Company’s relations with its
primary stakeholders and the significant issues arising from these

5.12.4 Financial matters, with the guidance of the Audit and Risk Committee

adoption of any significant change or departure in the accounting policies and
practices of the Company;

establishment of loan facilities from any financial institution or other body;

approval of annual financial statements, the integrated report, interim reports and
all matters related thereto;

approval of interim and annual dividends; and

recommendation to shareholders of any increase or reduction in or
alteration to the share capital of the Company and the allotment, issue or
other disposal of shares of the Company (except for shares allotted under
any share incentive scheme) .

5.12.5 Statutory and administrative, with the guidance of the relevant Board Committee

amendments to the Memorandum and Articles of Association of the Company;

appointment, removal or replacement of the external auditor/s of the Company;

convening general meetings of shareholders of the Company and approval
of the notice of the general meetings of shareholders;

prosecution, defence or settlement of legal or arbitration proceedings,
where material, excluding those proceedings that are conducted in the ordinary
course of business;

appointment of responsible persons who may be required in terms of any Act
in respect of the Company;

approval of the rules of and amendments to pension and provident funds
having a material effect on the actuarial liabilities of those funds;

granting general signing authorities and changes thereto pursuant to the Articles;

establishing any overseas branch or duplicate register of shareholders of the

formulation of remuneration and employment policies and practices dealing
with, inter alia, equal opportunity, diversity, compensation, benefits,
recruitment, retention, retirement, retrenchment, talent, and all associated
human resource issues;

formulation of policies in relation to trade union relations and industrial relations;

formulation of policies in relation to the environment, health and safety,
community relations and any such policies relevant to the Companys primary

5.12.6 Regulatory

approval of terms and conditions of the Companys 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
Company; and

the listing or termination of the listing of the Companys shares on the stock

5.12.7 Manpower

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.


6.1 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 cooperation will be encouraged in creating a sustainable and financially sound


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

7.2 The Board shall include a report on its corporate governance in the annual report and its
compliance with the ASX Corporate Governance Principles and Recommendations and
the King III Code of Corporate Governance.

7.3 The Board shall be responsible for ensuring that an adequate and effective
process of corporate governance is established and maintained and that this
process is aligned with the King III Code of Corporate Governance.


8.1 The Board, through the Audit and Risk Committee, shall be responsible for the process
of risk management. The Board shall also be responsible for disclosures on risk
management in the integrated annual reports and financial statements and shall
ensure that risk assessments are undertaken at least annually for the purposes of
making its public statement on risk management.

8.2 The Board shall be also responsible for reporting significant risks that affect
decisions of stakeholders in their dealings with the Company and shall disclose these
in the integrated annual report.

8.3 The Board shall ensure that an effective, ongoing process shall be in place to
identify risks, measure their impact and proactively manage and monitor these and
that at appropriate intervals it receives and reviews reports on the risk management
process, Zimplats risk profile and compliance with legislation pertaining to risk and risk

9.1 The Board shall establish an Audit and Risk Committee to review and monitor the
financial reporting, audit requirements and internal control principles and to maintain an
appropriate relationship with the Companys auditors and for making all such related
recommendations to the Board.

9.2 The Board shall present a balanced and understandable assessment of the Companys
financial position and its operations in the annual and interim reports.

9.3 The directors shall explain in the integrated annual report their responsibility for
preparing the accounts and there shall be a statement by the auditors about the
directors reporting responsibilities. The facts and assumptions on which the Board relies
to conclude that the Company will continue as a going concern in the forthcoming year
shall also be reviewed and reported upon.

9.4 The Board shall establish formal and transparent arrangements for maintaining a
relationship with external and internal auditors and ensure that timely and accurate
disclosure is made of any information that would be of material importance.


10.1 The remuneration of the directors shall be reviewed by the Remuneration Committee
and recommended by the Board to the shareholders for approval. A report on the
Company’s remuneration p h i l o s o p h y shall be published in the annual report.

10.2 Nonexecutive directors shall receive:

a basic fee as remuneration;

a basic fee for serving on a Board committee subject to attendance;

additional remuneration as Chairman of a Board committee; and
additional remuneration for any special service as a director.

10.3 The nonexecutive directors and chairman shall be paid a level of fees
appropriate to their office, which shall be reviewed annually by the Board after taking
independent advice, if necessary.

10.4 No additional fees shall be paid to executive directors as executive directors other than
in accordance with service/employment contracts.

10.5 No director should be involved in deciding his or her own remuneration.


11.1 Meetings of the Board shall be held at such venue and at such time as the Board
deems appropriate, but it shall normally meet at least four times a year or at the
request of management or of the Chairman of the Board or of the Board members.

11.2 Directors shall use their best endeavours to attend Board meetings and to
prepare thoroughly for each meeting. Directors are expected to participate fully,
frankly and constructively in board discussions and other activities and to bring
the benefit of their particular knowledge, skills and abilities to the Board.
Directors who are unable to attend shall advise the Company Secretary.

11.3 The Chairman may for good reason request executive directors to leave the Boardroom
for any part of the Board meeting. This is especially so during deliberations relating to
executive performance or remuneration.

11.4 Executive management, as appropriate, may attend Board meetings to facilitate
communication between executive management and the Board.

11.5 Professional advisors, officers or members of staff whose input may be required or who
may be invited for the purpose of, inter alia, capacity building for potential directors,
may be invited to the meetings, at the discretion of the Chairman.

11.6 The Chairman may excuse from the meeting or from any item on the agenda any of
the attendees at a meeting who may have or may be considered by the Board to have a
conflict of interest.

11.7 No invitee shall have a vote at meetings of the Board.


12.1 Meetings and proceedings of the Board shall be governed by the Company’s Articles.

12.2 An annual calendar of meetings, with an outline of the cyclical business to be considered
at each meeting, shall be drawn up by the Company Secretary, in conjunction with the
Chairman and CEO. It shall be presented for advance agreement by the Board.

12.3 Unless under exceptional circumstances, at least 5 working days notice shall be given
of a meeting of the Board. Such notices shall, where possible, include the agenda and
any supporting papers.

12.4 The Company Secretary, in conjunction with the Chairman and CEO, shall prepare an
agenda raising all relevant issues requiring attention to ensure that effective proceedings
are facilitated.

12.5 The Company Secretary shall ensure that the agenda and meeting papers are circulated
to Board members at least 5 working days before the date set down for the meeting. The
Company Secretary shall maintain a record of Board submissions and Board members will
arrange with him/her to obtain access to records of Board documentation and minutes if
required by them in the course of discharging their duties as Board members of the organisation.

12.6 Each Board meeting shall include at least the following matters:

12.6.1 Reports on:

strategic initiatives and progress in relation thereto;

matters of material or potentially material impact and/or risk.

12.6.2 Documents requesting approval of:

minutes of previous meetings;

any matters requiring specific approval by the Board.

12.6.3 Reports by:

key operational personnel;

Chief Financial Officer.

12.6.4 Board Committees documentation:

reports from the relevant chairmen;

12.6.5 Governance matters of a general or of an adhoc nature.

12.7 The quorum for any meeting of the Board shall be as determined by the Articles.

12.8 Each Board member is responsible for being satisfied that, objectively, he/she has
been furnished with all the relevant information and facts before making a decision.

12.9 A director may not vote nor be counted in the quorum on any matter in which he/she
has an interest. Additionally, he/she may be recused from any meeting at the discretion of
the Chairperson when such matters are discussed.

12.10 Executive directors shall distinguish between their roles as directors and managers. If
these roles conflict they shall withdraw from the relevant discussion and voting. An
executive director when acting as a director, as opposed to when acting as a manager
is not accountable to the CEO in the hierarchal sense for their actions or vote.

12.11 Decisions will be made by majority of votes, and in case of an equality of votes, the
Chairperson shall have a second or casting vote.

12.12 Minutes of meetings shall be taken by the Company Secretary and shall be circulated
to all directors of the Boards within 10 working days of the relevant board meeting. The
minutes shall record the proceedings and decisions taken, the details of which
shall remain confidential.

12.13 A record shall be kept of the attendance of directors at Board meetings.

12.14 The Board shall make a statement in the annual report on its terms of reference
and activities, the processes used in discharging its responsibilities and duties,
the membership of the various Board Committees, the number of Board and
Committee meetings and the attendance of members over the course of the year.


13.1 Nonexecutive directors may not generally provide any professional services to the
13.2 The Company may, however, for the purpose of a special assignment, engage the
services of a director with a specific field of expertise to undertake a specific task. In
such event the scope of the task will be defined and agreed upon and a disclosure
thereof shall be made to the Board at the next meeting date.

13.3 The terms of the engagement shall be competitive, clearly recorded and all legal
requirements with regards to disclosure shall be complied with.

14.1 The Chairman of the Board shall be appointed by the Board itself and shall be an
independent nonexecutive director. The Chairman is primarily responsible for the
functioning of the board.

14.2 The Chairman is responsible for ensuring the integrity and effectiveness of the Board and its

14.3 The Chairman is required to:

provide overall leadership to the Board, without limiting the principle of collective
responsibility for Board decisions;

ensure that all the board members are fully involved and informed of any business
issue on which a decision has to be taken;

ensure that executive members play an effective management role and participate
fully in the operation and governance of the Company;

exercise independent judgement, act objectively and ensure that relevant matters are
placed on the agenda and prioritised properly;

avail himself / herself to the CEO between Board meetings to provide counsel and

ensure that the performance of the Chief Executive Officer is evaluated frequently; and

act as the main informal link between the Board and management, particularly the Chief
Executive Officer.


15.1 The Chief Executive Officer is appointed by the Board.

15.2 The CEOs responsibility is to focus on the operations of the organisation, ensuring that
it is run efficiently and effectively and in accordance with the strategic decisions of the

15.3 The Chief Executive Officer is accountable to the Board for, amongst other things:

development and recommendation to the Board of the strategy and vision of the
organisation and the annual business plans and budgets that support the
organisations longterm view;

achievement of performance goals, objectives and targets;

maintenance of an effective management team and management structures;

ensuring that appropriate policies are formulated and implemented to guide activities;

ensuring that effective internal organisation and governance measures are deployed; and

serving as the chief spokesperson of the organisation.

16.1 The Company Secretary is accountable to the Board for:
ensuring 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;

guiding Board members as to how their responsibilities should be properly
discharged in the best interests of the organisation;

keeping abreast of, and informing, the Board of current and new
developments regarding corporate governance thinking and practice; and

maintenance of statutory records in accordance with legal requirements.


17.1 Board members act jointly when discharging their duties and no Board member has
authority to act on behalf of the organis ation unless specifically authorised or
requested by the Board. Board members are jointly and severally liable and
accountable for Board decisions and actions

17.2 Board members are legally obliged to act in the best interest of the Company, to act
with due care in discharging their duties as Board members, to declare and avoid
conflicts of interest and to account for any advantages gained in discharging their
duties on behalf of the organisation.

17.3 A Board member who has a real or prospective interest in any of the business of the
organisation shall declare such interest at a Board meeting as soon as the Board
member becomes aware of such specific interest. All Board members shall, in good
faith, disclose to the Board any business or other interest that is likely to create a
potential conflict of interest, including:

all business interests, direct or indirect in any other company, partnership or business

membership of trade, business or other economic organisations;

shareholdings, share options and/or other interests in the organisation;

any direct or indirect interest in any transaction with the organisation; and

any gifts, monies, commissions, benefits or other favours extended or received
from any party in respect of or in relation to any business dealings with the

17.4 A register of declarations of interest shall be kept.

17.5 Directors shall, at all times, observe the provisions of all relevant rules, legislative or
regulatory procedures and internal Company policy when dealing in their securities.


18.1 The Board and its members, in carrying out their tasks under this Charter, may obtain
such outside or other independent professional advice as considered necessary to
carry out their duties.
18.2 All Board members shall have access to top management and the Company
Secretary for advice about the operations and governance of the organisation and Board

18.3 Any member of the Board, senior partner of the external auditors, head of internal
audit, head of risk or any member of any Board Committee may bring to the notice
of the Board or its Chairman, the CEO, the Chief Financial Officer or the Company
Secretary, any material matter that he/she deems appropriate.

18.4 If any part of this Charter conflicts with anything contained in the Articles, the Articles
shall take precedence.

18.5 This Charter may be amended from time to time by the Board.

M A Masunda

Acting Chairman

A Mhembere

Chief Executive Officer

Approved: August 2013
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