Corporate Governance

Simbisa Brands is committed to the highest standards of corporate governance and business values. This commitment drives the Group to responsible value generation, enabling the board to remain accountable. The Group continues to review and align its corporate governance practices with the Quoted Companies Alliance (QCA) Corporate Governance Code, National Code on Corporate Governance, SI134 of 2019 Securities and Exchange (Victoria Falls Stock Exchange Listing Requirements) Rules, the new Companies and Other Business Entities Act (Chapter 24:31) and other international best practices on corporate governance.

Nomination of Directors

Directors are nominated in accordance with the Nominations Policy. The policy specifies that candidates for the Main Board are considered as and when necessary. Recommendations are made to the Main Board for their determination using various criteria which include relevant experience, competence and integrity. The Group advises the Victoria Falls Stock Exchange (VFEX) of the selected candidate, who must also complete a disclosure form for the VFEX review. The appointment of the candidate is approved at the next Annual General Meeting (AGM).

Board evaluation

At a frequency advised by the Nomination Committee, the Board evaluates its performance along with the performance of each Director. This evaluation focuses on areas of improvement and ensures the Board functions efficiently and effectively. Mechanisms for stakeholders’ communication with the Board The Group acknowledges the importance of maintaining communication and engagement with its stakeholders. This ensures that stakeholders are kept up-to-date on the Group’s goals and performance as well as alerting the Group to its stakeholders’ points of interest. The Group provides various platforms for stakeholders to directly communicate with our Board of Directors. These include the Annual General Meeting, press announcements of interim and year-end annual results, investor briefings, meetings, annual reporting to shareholders and exercise of shareholders’ voting rights through proxy forms. Our website contains a vast array of updated operational and financial information which can be easily accessed by all stakeholders.

Professional advice

Simbisa Brands has put in place resources and systems to ensure the Directors are provided with comprehensive information on the business on a timely basis. This enables Directors to discharge their duties and carry out their responsibilities effectively. The Group’s policy allows Directors to seek independent professional advice at the Group’s expense on matters relating to the furtherance of their duties or advancement of the Group’s business objectives.

Board of Directors

Board Responsibility

The Board is responsible for setting the strategic direction and policies to ensure the sustainability of operations. The Board works in conjunction with committees whose recommendations and/or decisions are reported at board meetings. The Board also delegates responsibility to the Chief Executive Officer and executive directors. The executive directors are involved in strategic planning, execution and ensuring decisions are in line with set company strategy. The Board meets at least quarterly to monitor the performance of the Group, management and operations.

Mechanisms for stakeholders’ communication with the Board

The Group acknowledges the importance of maintaining communication and engagement with its stakeholders. This ensures that stakeholders are kept up-to-date on the Group’s goals and performance as well as alerting the Group to its stakeholders’ points of interest. The Group provides various platforms for stakeholders to directly communicate with our Board of Directors. These include the Annual General Meeting, press announcements of interim and year-end annual results, investor briefings, meetings, annual reporting to shareholders and exercise of shareholders’ voting rights through proxy forms. Our website contains a vast array of updated operational and financial information which can be easily accessed by all stakeholders.

Committees

In line with good corporate governance, the Board has well established committees to assist in carrying out its duties. At present there are four committees, being Audit and Risk, Remuneration, Nomination and Executive.