Institute of Directors Zimbabwe (IoDZ) and Women on Boards Zimbabwe hosted the international women’s day breakfast meeting at Cresta Lodge Sango on the 9th of March 2023. The theme for this year was Embrace Equity. Some of the topics which were in discussion were Culture, Society and determinations, Religion in gender equality, Combating Gender Stereotypes and sexism, Feminism in a patriarchal society, Achieving Balanced participation of women and men in political and public decision – making etc.

The room buzzed with energy as the guests arrived early and congregated, drinks in hand, discussing the topics that were to be on the program. Women of every race, age, and ethnicity were present, and a sense of solidarity as well as enthusiasm was palpable. The scent of the breakfast buffet wafted through the air and conversation hummed like the background music.

The official proceedings began with a warm welcome from our Chief Executive Officer, Cathrine Nyachionjeka who thanked the sponsors, our individual and corporate members for attending and expressed appreciation for the hard work of the IoDZ team in making the event a success. She highlighted the importance of this event and the need to drive gender equality across the board.

The panelists were split into 2 groups, the first panel and second panel, each tasked to discuss one of the topics (i.e., culture, religion in gender equality, combating gender stereotypes and sexism, and feminism in a patriarchal society). The discussions were energized and passionate, with the representatives from each group diligently making their points and debating various solutions.

The event concluded with a closing address delivered by the moderator, Vivian Matsa, and Dexter Muunganirwa, the membership recruitment officer. They expressed their gratitude to the attendees for their valuable contributions to the discussion and urged them to join the Institute for access to the latest updates on our upcoming events and trending corporate governance issues.

If you were unable to attend the IWD Breakfast meeting, don’t worry! We’ve got you covered with some of the key highlights. To access the full video, simply click on the link provided below.

Why become a member?

By becoming a member of the Institute, you will have the opportunity to stay informed and engaged with the latest developments in the field of corporate governance. Our events provide a platform for networking and learning from industry experts, while our resources and publications offer valuable insights and guidance on best practices. Don’t miss out on this opportunity to enhance your knowledge and advance your career in corporate governance. Join us today!

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By Dr Nkululeko Sibanda

Most companies in the developed world have competitive advantage over their counterparts in the developing world due to the type of digital applications they use to support their value propositions. Gartner, in their Insuretech report of 2021 on the disruption of the traditional insurance business, notes that most developing world insurance companies are stuck with inflexible models that are largely irrelevant and force them to continue offering archaic products.

If we take this view, the next question is “Why it is so?”. Is it information disparity between these two worlds? Is it the leaders of these businesses that are propping up and perpetuating this narrative because of their backgrounds and training in large traditionally risk averse fields such as banking and accounting? One might argue that the developed world is endowed with vast skill sets and advanced technologies. (Identify the relevant skills sets here I.e broad area to specific certifications)

 In Zimbabwe, there is a serious shortage of talent in the tech space because these developed companies are mopping up all the talent and allowing these skills to work remotely for hefty packages. (What is the average salary in the DigiTech field in Zim compared to the countries that have mopped up the talent?)

At the height of the Covid 19 era, most big companies in Zimbabwe lost a lot of techies to these progressive institutions.

 This leads me to posit that talent is like capital, it flies to where it is most valued. On a deeper level, it just shows that the developed world companies are more open minded and allow their businesses to morph at the same frequency with consumer tastes; regulation and demographics whereas the opposite is largely true of businesses in the developing world.

I therefore posit that what has made global businesses remain relevant and profitable for so long is that they abandoned the 1950s model of fighting competition head on using conventional means, which are:

  1. Acquiring cheap, untalented skills
  2. Buying off the shelf applications
  3. Having static ( tried and tested ) business models (traditional)

They do the following things very well:

  1. Hire skilled people and   do not tell them what to do or how to do their jobs.
  2. Do not buy off the shelf applications or outsource development
  3. Allow business models to follow and at times be ahead of the market (experiment)

Talented people do not come cheap. When they are not compensated well, they tend to do just enough to earn their keep, which leads to business stagnation. In the ICT space, this can manifest in personnel just following instructions and not innovating new products. Top talent also demands the best tools on the market and these are very pricey. The upside though is that the solutions they come up with are cutting edge and light years ahead of competition, which creates a blue ocean for the company. If properly monetized, some of the solutions can be distributed to competitors for hefty fees and bring back insights through embedded analytics features. Competitors will always be playing catch up.

Off the shelf applications are a product of legacy and decades of development. By the time they are widely distributed, they would have already reached their sell by date and are inflexible. Take, for example, the major office accounting packages such as……. on the market. They are similar and do not offer any real competitive advantage as all players use them the same way. In most cases, these applications  lock out third parties and are therefore not extendable or customizable in-house. This becomes a huge impediment for any digital transformation initiative. Not to take away credit, they are very good tools for the initial steps of digitization and digitalisation but do not facilitate digital transformation. They do not accommodate new use cases easily and in so doing, lock the business down to one way of doing things or delivering value to the customer, yet we all know that customer preferences and tastes are constantly changing.

The only way out of this rut and for businesses to keep ahead is by building their own applications that are adapted to their specific needs, at a particular point in time. This is only possible by adopting the “Build or die” mentality. Kodak and Blackberry were at one point corporate giants but note that they have been relegated to the dust bins of history. Some would say their philosophies did not develop them for permanence due to inflexibility.

In the Industry 4.0 age, the age of digital transformations and the Internet of Things (IOT) a company’s ability to integrate to other  platforms is now a need, not a want. Companies should realise and fast that change is the only constant and if they are to stay alive, they need to develop internal capacity to build their own applications (“Build or Die”).They now more than ever need to have that proverbial element of surprise of bringing to the battleground weapons and tools not available to competition, which were internally developed and sharpened.

(How should they build skill sets, how should they retain it?)

New business models should also be developed for each new product or value proposition. This is only possible if the company has its own mechanisms for supporting that process. This can take many forms but the most plausible two among many are:

  1. Changing the team to deliver each new product. This removes the cultural inhibitions, the generational nuances and organisational politics that characterise defenders of the traditional models. In Zimbabwe this is aptly summed up by the famous cliché that runs …”At XYZ Pvt Ltd  this is how we used to do it…” or “It will not work”. Of course we will never know if it will work if we do not try it. The most dangerous people are those that will hasten to say “if it will not bring the desired results this side of the year, then let’s not do it”. I am proposing a team that was not brought up or trained to prop up traditional models as they need a lot of convincing and tend to drag everybody back.
  2. The business models should be crafted based on where the market is going (predictive analytics) not where it is or was, which is what informed the current model. Companies should always be seeking to disrupt themselves so that they are not caught flat footed. For example, the traditional insurance model is based on “fear of loss” i.e. clients insure themselves to ensure protection against loss, but the market has since moved on and focused on wealth creation; preservation and convenience. To that end, the value propositions, the distribution channels and stakeholders must of necessity change to reflect this. It is imperative that insurance companies must redefine their models. The extension of that is that legacy applications that support insurance businesses are now irrelevant and should be replaced by open structure, custom built ones that resonate with current business needs and future growth.

Lemonade is a multibillion dollar, Insurtech Company that took an outward-inward approach and built custom applications with multiple touch points to deliver products globally to customers in the comfort of their houses, during their daily activities (embedded insurance) and running a remote claims pay-out process. (What is the global claims payout turnaround average compared to Lemonade?) An experience which is a dream for consumers of similar services in the developing world.

After everything is said and done, every business in the developing world and even laggards in the developed world must adopt the build or die philosophy if they are to survive and stay profitable into the future.  

Dr Sibanda resides in Harare and can be reached via linked in (https://www.linkedin.com/in/dr-nkululeko-sibanda-dba-cisa-cism-cgeit-crisc-pmp-mcom-74813215/) or more directly via email on nsibanda75@gmail.com

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By Ray Mwando – June 2022

One by an employee is “i’m just doing my job”. Firstly, “just” implies a of my most dreaded  comments certain ceiling of mediocrity. Secondly, it can indicate a lack of professional investment in the organisation and its role. What if this person was fully invested, and confident of the positive impact that she is having on the organisation, its clients, her colleagues, and the wider community? That does not suggest that sometimes we are not faced with difficult situations. Rather than defending ourselves behind a role or job description, what if we helped our colleagues develop the trust in themselves and authentic reflective practices that lead to improved decision making?

What leaders need to do at all levels to support a progressive mindset and skills development –

Expanding on the last point, organisations sometimes miss out on benefitting from the expertise in all areas. it is one thing to be able to cognitively and theoretically study leadership, but quite another to take on even a short-term leadership role. From a neuroscientific perspective, this practical experience can reveal unintended or intended narratives about ourselves and about perceptions — ours and the perceptions of others. it can be uncomfortable, and extremely rewarding.

With this imperative for leaders to provide these opportunities, it highlights the implied consequence that the value of ideas and creativity of these evolving leaders must not be affected by the seniority or ego of the CEO or other senior leader. A very practical example at Harare international School is related to our newly developed Strategic Priorities. it might seem natural to leave the realisation of these priorities in the hands of the Board, the director, or the senior leadership team.

But by putting the innovative implementation in the hands of a team of colleagues who interact with broader and more diverse constituent members, we increase the chances of magical serendipity of recognising and acting up ideas that might otherwise have been missed.

By empowering this dynamic team to realise these goals without overly constraining the “how”, creativity is valued. And as a result, we never need to hear: “i’m just doing my job.” instead, every member of the organisation feels that emotional tug that reflects an organisation that is more than the sum of its parts.

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ESG as a value driver is a journey, not a destination. The integration of ESG factors into investment decision-making and management is a dynamic process; the market is constantly evolving so the goalposts are always changing.

The first big driver is commercial. There is mounting evidence that ESG considerations have tangible impact on risks and returns. By proactively managing and disclosing environmental and social factors, businesses can generate new opportunities, gain competitive advantage, and protect/build brand reputation. In addition to this strong commercial imperative, we are also witnessing a growing appetite from the UK government to push the boundaries.

This trend is apparent both in the context of climate action, as evidenced by the introduction of mandatory climate related financial disclosures, and in the social impact space. For the latter, following updates to the Social Value Act 2012, social benefits should now be explicitly evaluated in all central government contracts, a development which is expected to influence private sector procurement too.

The Social Angle in ESG Reporting

Not all ESG issues matter equally. Their relevance varies across industries and organisations alike. The fundamental purpose of reporting is to communicate decision-useful information with respect to the most material ESG factors, i.e. those issues which are most likely to impact an organisation’s performance. The ESG reporting landscape (which includes both regulatory and voluntary initiatives) is becoming increasingly complex. Navigating through the various guidelines and frameworks is a challenging task especially given the progressively more granular data that is being requested from reporting organisations.

Why has the “S” traditionally lagged behind the “E” in ESG?

With global real estate accounting for roughly 40% of the annual energy consumption globally,  it is not surprising that environmental action has traditionally been at the forefront of the ESG debate in the built environment. Conversely, the Social pillar has lagged behind due to challenges around the definition, scope and measurement of this type of “softer” considerations. Therefore, reporting social impact has traditionally been disjointed, output driven and incomparable.

• The “S” pillar builds trust

The Social element may be more difficult to define and quantify, but it can make a big difference to trust, confidence, inclusion and effective stakeholder engagement. A strategic and long-term focus on the social element provides a unique opportunity to help rediscover the role of our industry in society and our purpose as built environment practitioners. We are constantly shaping the future of our cities; we build not only houses, but neighbourhoods and communities; and we are responsible for providing all the built infrastructure required for cities to thrive.

Our industry needs to re-think how we can collectively help address societal problems around poverty, inequality and mental health. This is what makes the built environment truly unique from an ‘S’ perspective. Moreover, the concept of “value” is evolving and stakeholder expectations are changing towards a more holistic understanding of value going beyond short-term pounds and pence. This shift has spurred a stronger demand for greater transparency around material non-financial information including social factors.

• So what do we mean by “S” in the built environment?

The concepts of the ‘S’ pillar and Social Value tend to be used interchangeably. However, these terms refer to slightly different albeit complementary aspects. The “Social” pillar within the traditional ESG agenda customarily focuses on organisational policies and practices regarding human rights, business ethics, supply chain management, diversity and inclusion, and social impacts resulting from corporate operations. Social Value comes in the context of the built environment exploring the impact that buildings and places have on people and communities.

As such Social Value in the built environment is holistic in scope but inherently local to a particular area. A way of combining the general societal perspective with the specific opportunities arising from Social Value is shown in Figure 1. This is by no means an exhaustive list; rather, it aims to provide more clarity on the type of considerations typically addressed in this space.

Broad “social” areas in the built environment

Fundamentally, Social Value in the built environment should be about improving the quality of life of people. Given the variety of projects and diversity of communities that the development process affects, a one-size-fits all definition of Social Value is neither feasible nor appropriate. The idiosyncratic nature of Social Value gives built environment practitioners an opportunity to move away from box ticking to developing project-specific environmental, economic and social outcomes and interventions. This tailored approach seeks to inform strategies that respond to local needs and priorities and, in doing so, enhance wellbeing and improve the quality of life of affected communities.

• Reactive to proactive position on “S”

As we entered 2020, the question around re-thinking the role of Social in decision-making took on a new meaning. The Covid-19 crisis seems to have become a watershed moment for the ‘S’ pillar, having put a spotlight on the weak points of our societies when it comes to health and wider social inequality Some of the pain points that have come to the forefront are: evolving societal expectations associated with the growing inequality between wealth and poverty; access to affordable housing; connection to nature; gender and diversity gap; and increase in mental illness.

As a consequence, the expectation is that there will be an increased focus on businesses’ social responsibility towards their employees, supply chains, and communities in which they operate. Ultimately, the three pillars of ESG are profoundly interconnected and require an integrated approach to maximise overall benefits and explore synergies. Social and environmental issues are effectively two sides of the same coin, and governance is the frame that ties them together.

We can’t hope to deliver on the Paris Agreement commitments in a sustainable way without developing a proper understanding of key social factors and performing a balanced assessment of environmental and social implications. Decarbonisation pledges currently being made by both the public and private sectors must be managed holistically to ensure that the transition to net zero does not deepen existing social inequalities but rather is used as a force for good that improves livelihoods and “levels up” communities.

The Future of ESG Reporting

We still have a lot to learn when it comes to maximising social benefits throughout the lifecycle of a built asset. Capturing this information in a way that is specific and tangible enough to inform meaningful decision-making at portfolio / corporate level is even more challenging. Nevertheless, the perfect should not be the enemy of the good. The greater complexity around the ‘S’ pillar should not be used as an excuse for inaction or piecemeal interventions.

This trend is particularly acute in the built environment sector where the awareness of the link between built assets and quality of life of occupants is growing markedly. By elevating the ‘S’ on the ESG agenda, we might just get close to squaring the circle through the adoption of a more holistic understanding of “value”. Embracing a longer-term time horizon and broadening the scope of metrics used to measure success would alleviate concerns associated with pressures organisations face for short-term returns.

The real challenge will be to find the right balance  between harmonising social reporting requirements (to enhance transparency and increase uptake) alongside the flexibility needed to effectively address local needs. -gresb.com

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By Jonathan Herpy, Forbes Business Council Member – December 2020

One of the main priorities for small businesses – especially these days – is survival. While that often means items such as corporate governance may take a backseat to accomplish that goal, they’re still important to achieving long-term stability. While your corporate governance may look simple for now, it should be constructed in a way that facilitates growth, both in terms of your governance structure and your business as a whole.

How Good Corporate Governance Promotes Growth

Before getting into the details of how your corporate governance should work early on, it’s worthwhile to look at how it promotes growth in the first place. Ultimately, it comes down to stability and accountability. The purpose of corporate governance is to make sure your organization is held accountable in fulfilling its fiduciary duties – i.e., investors know they can trust you with their funds; customers know they can rely on you to provide worthwhile services, and your internal stakeholders can be confident that funds will be managed fairly and honestly. Solid governance makes your company more reliable and stable, less prone to liability, and more likely to attract shareholders once you go public.

All these factors create a sound basis for long-term growth, particularly if your strategies are tailored to develop and mature as your business expands.

Governance Tips to Sustain Growth

So how can you develop your corporate governance strategy to sustain current and future growth? There are a few tips that are particularly important to follow.

1. Start Early

First, don’t put it off. While a small start-up or family business may have the primary objective of just surviving its early stages, having some sound Six Ways to develop a governance strategy that supports growth corporate governance strategies early on is also important. By starting out early, you’ll prime your organization for future growth as your business expands, particularly in terms of your regulatory compliance and overall business culture.

2. Establish an Independent Board

The central role of a board of directors is to help the company make sound decisions that satisfy the needs of all its stakeholders – customers, shareholders, investors, managers, executives, etc. While your business may not have a full-fledged board of directors, it still should have some individuals on board who can provide an advisory role. That means the members of your board should be able to provide clear and honest feedback on the goings-on of your business. If the board goes along with whatever the CEO proposes, it won’t provide much value to the company as it moves forward. On the other hand, having a board of independent directors gives the kind of push and pull needed to make sound business decisions.

3. Prepare to Separate Executives from Management

Early on, your senior management – CEO, CFO, etc. – likely handle most of the day-to-day managerial aspects of your business as well as governance issues. As your business grows, however, you’ll need your internal structure to develop to support it. Eventually, your executives should begin operating separately from management in order to allow them to focus on the governance aspects of your organization. As time progresses, look at your structure and see where individual duties have evolved. If managerial tasks are pulling someone away from their governance-related duties, it’s likely time to get someone else on board.

4. Plan for Financial Reporting

Central to promoting accountability and integrity in your organization is reporting. You’ll want to make sure you make financial reporting a consistent practice, both in terms of how often it’s conducted as well as with respect to the methods and practices you use. Even if you just have an outside auditor look everything over once a quarter, that can help solidify financial responsibility in your organization.

5. Determine Compensation

The way different stakeholders in your organisation are compensated should also be carefully considered. Large companies are often placed under close scrutiny in terms of how different members of their organisation are compensated, so in preparation for that, it’s best to have a consistent, fair and honest system in place from the get-go. By hammering out compensation and benefits early on, you’ll promote a culture of transparency and integrity that can carry you through futures stages.

6. Use Outside Resources

Startups and family businesses usually don’t have a lot of resources to use on internal staff, so utilising external services can help you develop sound governance practices without incurring excessive overhead costs. Outside legal counsel can be particularly useful when it comes to developing your corporate governance structure in a way that is fully compliant with all relevant standards and incurs minimal liability. An accountant, financial advisor or auditor will also provide much-needed guidance on the financial aspects of your organisation. More specialised skill sets may be needed for certain situations. For instance, if your section of the market is currently awash in mergers and acquisitions, having an expert in that area on your side can be invaluable to navigating your course moving forward.

Governance Should Grow with Your Business

While the above tips should help you get a handle on your business’s corporate governance from the start, there is one point of advice that is important through every stage of your organization’s development. That is the importance of revisiting your governance strategy on a regular basis. As your company grows, so too will its structure, and that means you’ll have to deal with greater levels of complexity when it comes to ensuring transparency and compliance at all levels. As such, you should continuously revisit your corporate governance strategies and overall structure. Doing so lends itself to long-term sustainability and continuous improvement. By applying these principles and revisiting them on a routine basis, you’ll prime your business for continued growth – both now and in the future. – Forbes

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By Sharon Fadzai Manangazira – June 2022

According to seminary book titled ‘Counsels on Stewardship’ under the chapter ‘Wills and Legacies,’ some to Ellen G White’s wills are made in “so loose a manner that they will not stand the test of the law…” it is against this background that the importance of establishing Family trusts for the benefit of our loved ones or those people near and very dear to us comes into play.

When entertaining thoughts to establish a Family trust, questions for consideration revolve around the status of personal wealth/ business in the event of death.

Put in another way, the other question could be what will be the status of your wealth/ business should you and your spouse die at the same time today? interestingly, what will be the status of your wealth/ business should your family be wiped away completely after tragedy strikes? Put differently what is your plan assuming all your children die before you?

What is a Trust?

This is a vehicle or instrument recognized at law as a ‘person’ constituted through a legal document known as a ‘trust Deed’. Assets are placed under the management of a trust by a Founder who transfers some/ all of his property into the trust’s name. The trust holds property or assets for a specific person or group, called the beneficiary. A trust is a separate legal persona. trust assets and incomes are not owned out rightly by trustees or founders thereof.

Examples of trusts include Family trusts, Charitable trusts and Community trusts. The major purpose of creating Family trusts is to protect and manage family assets/ businesses for both current and future generations. When we donate our assets into a family trust we no longer have legal ownership of them. The Assets are now, ‘owned and controlled’ by the trustees. Ownership and control of the Assets will reside in the ‘office’ of the trustees in their official capacities NOt personal capacities. This function they exercise for the sole benefit of the beneficiaries. trusts are usually associated with the province of the wealthy. however, there are actually many benefits to creating them, for all. trusts can help one manage his property and assets, make sure they are distributed after your death according to your wishes, and save your family money, time and paperwork.

How a trust is constituted

The following are the key focus areas:

(a) Engage the services of a notary public and not just a generic legal practitioner who is not registered by a Law Society of Zimbabwe as a notary public. it is important to verify the status of the notary public prior to the use of services from the Law Society of Zimbabwe. There are many people who are drafting trusts even in the streets but be extra careful as in most cases it’s simply a cut and paste approach without necessarily giving practical legal advice on the dangers that might arise due to your own unique setup.

(b) List your trust’s prospective names in order of preference and decide on a name for the Family trust.

(c) it is pivotal to appoint trustworthy, “trustees”. These are people who will manage and control the assets in the trust for you and with your best interests at heart. Once identified obtain the Full Name, Date of Birth, iD Number, and Physical addresses of the trustees.

(d) identify the specific assets like real estate or high-value items you want to immediately donate to the trust and the specific details thereof, for example:

– title deeds for immovable properties whether in-country or offshore;

– dividends from shareholding held on companies listed on the ZSE, JSE etc.

– foreign currency held in bank accounts whether in-country or offshore;

– surplus revenue obtained from incomegenerating projects and/or

– business structures are otherwise known as “madhiri” in street lingo

(e) Determine the beneficiaries. These are people whom you would want to benefit from your personal wealth.

Advantages of a Trust

A trust has its own legal personality – This means that family trusts are capable of entering into binding contracts as well as suing or being sued by individuals and artificial persons alike. The structure of a trust provides privacy (unlike in a company) – There is no legal requirement to submit returns of any nature to the Registrar of Companies as is the case with companies. The trust affords the Founder a certain assurance of asset protection. in the event that a Founder develops mistrust as it relates to trustees, the Founder can ensure that through the provisions of the trust there are conditions and precedents that need to be met before any property that is vested in the trust is disposed of.

There is flexibility in distributions among beneficiaries – The decision to apportion which property to a specific beneficiary lies squarely with the founders of the trusts. There is no need to incur financial costs in undertaking transfer processes to an heir who is already a beneficiary of a trust. A trust thus, provides for a smooth and quick transition of assets to the next generation. it affords greater flexibility in that a trust is capable of catering for future expected or unexpected circumstances that may occur i.e. death, family expansion, and insolvency, legislative changes e.g. Marriage Bill or Succession Laws

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By Theresa Muchinguri – June 2022

A board of persons, a coming together for a common lawful purpose of two or more persons. Prima facie implies a concurrence or coming together of at least two or ‘meeting’ may be defined as an assembly more persons so that a general rule, one person cannot constitute a meeting applies. it is axiomatic that there be must be at least two persons present to constitute a meeting Meetings of all kinds, including Board meetings, are subject to the enabling instrument (Statute or AoAss.), the regulations applicable to the particular body and the common law. Meetings should be guided by a Board Annual Workplan. Common law only applies in the absence of any statutory enactment or codified regulations. For proceedings at a Board meeting to be validly conducted, the meeting must be properly convened. Proper Convening means that the meeting must be called by the proper authority.

All persons entitled to receive notice of the meeting must be duly served therewith unless they have expressly waived their right. All Board meetings. Special meetings are convened through the Chairman. Duly constituted means that the proper person must be in the Chair, and a quorum must be present. Key Elements of Meeting include notice, agenda, quorum, motions, voting & resolutions as well as minute taking. Chairman’s role is usually to set the agenda with CEO and Board Secretary’s guidance and seek input from team members. The chairman may also ask members to suggest agenda items along with a reason why each item needs to be addressed in the meeting. Should the chairperson ultimately decide not to include an item, they need to be accountable — explain the reasoning to the member who suggested it.

Chairperson Key Roles in a board meeting include

  1. Self-confidence;

2. Fair-mindedness and ability to arrive at correct decisions on the spur of the moment;

3. Ability to express with facility and discretion the mind of the meeting on the particular issue under discussion;

4. Ability to preside over deliberations and be ready to guide the meeting into decisions that are good for the entity, shareholders and stakeholders and be careful to subordinate his own views to those of the meeting.

5. Ability to preserve order and keep the meeting focused guided by the agenda;

6. Ensure proceedings are conducted in the prescribed manner;

7. Provide everyone who is desirous to speak with an opportunity to do so and ensure the discussion does not drift and should at once suppress any irrelevant or offensive remarks;

8. Allow members to individually vote on motions

9. Must remain impartial.

10. Must be familiar with the regulations of the entity over which she presides. A minute is prepared so that the motion and resolutions taken at a meeting can be used as a reference in the future. it is a legal requirement for companies to keep minutes of the board meetings, committee meetings, and annual general meetings.

Minutes of meetings must be recorded, entered into a book or file, and signed by the Chairperson. The minutes of the meeting must contain the name of the meeting styled as “Minutes of the annual general meeting”, Minutes of the extraordinary general meeting”, Minutes of the Board Meeting” etc.

Adjourned Meeting

An adjournment, if bona fide, is only a continuation of the meeting… and the notice that was given for the first meeting holds good for the other meetings following it. No new business can be introduced when the meeting resumes as this is a continuation of the previous meeting unless notice of such new business is given and there are no objections from members. if however the meeting is adjourned sine die, a fresh notice must be given for the new meeting. it may be caused by the resolution of the meeting, the action of the Chairperson, Failure to make a meeting (no quorum); Failure to keep a meeting (failure to keep a quorum) ;

Voting

All acts, matters, or things authorized or required to be done by the Board may be decided by a majority vote at a meeting of the Board at which a quorum is present. At all meetings of the Board, each member present shall have one vote on a question before the Board and, in the event of an equality of votes, the chairman shall have, in addition to a deliberative vote, a casting vote

A Board Member with a Conflict of interest cannot vote on such a matter where an interest has  been declared.

Resolution

A formal proposal that is considered by an organization and is usually voted on at a meeting. A resolution during a meeting is any type of action taken by the members that will apply to a certain action. During a shareholders or directors meeting, any resolution that the entity’s Chairman and the secretary approve is called a certified corporate resolution. If an external organisation, such as a bank, needs verification from the corporation to allow certain actions to take place, this type of resolution is important. Examples of certain actions that may require certified corporate resolutions include the authorisation to sign documents on the entity’s behalf.

Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set and the means of attaining those objectives and monitoring performance

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By Ray Mwando

leadership

One by an employee is “I’m just doing my job”. Firstly, “just” implies a of my most dreaded comments certain ceiling of mediocrity. Secondly, it can indicate a lack of professional investment in the organisation and its role. What if this person was fully invested, and confident of the positive impact that she is having on the organisation, its clients, her colleagues, and the wider community? That does not suggest that sometimes we are not faced with difficult situations. Rather than defending ourselves behind a role or job description, what if we helped our colleagues develop the trust in themselves and authentic reflective practices that lead to improved decision making?

What leaders need to do at all levels to support a progressive mindset and skills development –

Leaders need to surround themselves with experts in areas where they themselves lack expertise. it is important to let these colleagues know that we rely on them to guide critical decision-making.

When we hire entry-level employees, leaders need to explicitly invite these colleagues to provide feedback, particularly with their “fresh eyes”.  

Leaders should implement intentional feedback processes that are frequent, informal, and specific, where feedback flows both ways.

Leaders need to constantly demonstrate a commitment to the organisation’s identity and mission.

Leaders can design retreats for both team building and goal-setting, fostering a fertile environment for taking initiative.

Leaders should provide intentional opportunities for authentic and practical leadership.

Expanding on the last point, organisations sometimes miss out on benefitting from the expertise in all areas. it is one thing to be able to cognitively and theoretically study leadership, but quite another to take on even a short-term leadership role.

From a neuroscientific perspective, this practical experience can reveal unintended or intended narratives about us and about perceptions — ours and the perceptions of others. it can be uncomfortable, and extremely rewarding.

With this imperative for leaders to provide these opportunities, it highlights the implied consequence that the value of ideas and creativity of these evolving leaders must not be affected by the seniority or ego of the CEO or other senior leader.

A very practical example at Harare international School is related to our newly developed Strategic Priorities. it might seem natural to leave the realisation of these priorities in the hands of the Board, the director, or the senior leadership team.

But by putting the innovative implementation in the hands of a team of colleagues who interact with broader and more diverse constituent members, we increase the chances of magical serendipity of recognising and acting up ideas that might otherwise have been missed.

By empowering this dynamic team to realise these goals without overly constraining the “how”, creativity is valued. And as a result, we never need to hear: “I’m just doing my job.” instead, every member of the organisation feels that emotional tug that reflects an organisation that is more than the sum of its parts.

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By Taona SibandaJune 2022

We professionals, but what is a profession? The word is very imprecise. At one extreme it may mean any calling or vocation hence we have infrequently encountered people randomly calling themselves professionals to justify their integrity in business.

On the other hand, a profession may embrace only such callings as law and medicine yet from whichever dimension one looks at it, there has never been any doubt that there is a need to preserve certain fraternities as professions. in Britain, up to the 19th century, only the church, the law and medicine were regarded as professions (they were the learned professions). Today an examination of various vocations and callings guides us in understanding what fits into the idea of a profession as opposed to trading activities.

The essential difference between professional and trading activities lies in the functions involved. There is a difference, for instance, between the supply of furniture or groceries and the supply of skilled advice on the basis of trust and confidence. For this reason, it has been noted as follows: “Professions and business have traditionally been contrasted. The professional is seen as oriented not to personal profit but to disinterested tasks like the advancement of knowledge. “Professionalism involves limitations on the aggressive pursuit of self-interest. Professionals subordinate their financial interests to the interests of the public, especially to people who need help.” Against this background, a profession has been defined as a vocation founded upon specialised educational training, the purpose of which is to supply disinterested counsel and service to others, for direct and definite compensation, wholly apart from expectation of other business gains.

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Members of a profession behave professionally by acting in a way that accords with accepted professional standards. One such standard is the independence of the profession. Professions, whatever their nature, may be succinctly defined as a self-regulating body of people whose members: Are recognised as having some special skill or learning in some field of activity in which the public needs to be protected against incompetence; Are identifiable by reference to a register or record; Belong to a representative organisation that sets and enforces professional standards; Perform advisory functions and accept personal responsibility for their advice; hold themselves as willing to serve the public and; Submit to a set of rules which impose higher standards of conduct than those required by law of the ordinary citizen.

Some of these rules are set in tablets of stone but others are subject to change over the years to reflect the changes in society generally and the role of professionals in society. Among those cast in iron is the independence of professionals in assisting the public. Clearly, the independence of a profession is imperative. It safeguards a peculiar kind of relationship between professionals and those who do not belong to the profession.

The relationship is peculiar in that it arises from the complexity of the subject matter which, by its nature, deprives the client of the ability to make informed judgments on his own and so renders him to a large extent dependent upon the professional man. When third parties interfere in this delicate relationship by tampering with the independence of professional men in professional pursuits, society will be at serious risk. Taona Sibanda is an Advocate of the Superior Courts of Zimbabwe practicing at The Temple Bar Chambers in Harare.

He is contactable on his email address taonasibanda@gmail.com or on WhatsApp at +263 715015607.

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BY JULIA NDLELA
The Institute of Directors Zimbabwe (IoDZ) has partnered with First Capital Bank to launch a Chairman’s Forum in Zimbabwe, a platform to discuss emerging trends and strategies to challenges encountered by corporate boards.

The platform seeks to provide the modern chairman with a full spectrum of corporate governance best practices with special attention on the roles and responsibilities of the chairperson.

It aims to capacitate leaders across all sectors of the economy, large and listed companies, State-owned enterprises and parastatals, non-governmental organisations, civil society organisations and small to medium sized organisations.


Speaking at the launch last week FCB chairman, Patrick Devenish said this platform would create key collaborations that will positively contribute to industry and commerce, ultimately increasing the overall economic output.

From left Kangai Maukazuva (Chairman – IoDZ), Ciaran McSharry (Managing Director- First Capital Bank Limited Zimbabwe), Cathrine Nyachionjeka (CEO – IoDZ), Patrick Devenish (Chairman – First Capital Bank Limited Zimbabwe)

“We are honoured to be the chosen partner to launch this relevant forum that will provide the pertinent practical expertise to assure conformance to our corporate governance framework,” said Devenish.

FCB managing director, Ciaran McSharry said the firm’s goal was to facilitate value and growth in areas that are pertinent.

“We have sought a new strategic partnership to unlock optimal performance capabilities that will see mutually beneficial positive results yielded through this remarkable platform,” said McSharry.

The Institute of Directors of Zimbabwe is a voluntary membership community for developing business leaders, creating opportunities for peer support, exchange of ideas and influence.

The institute’s thrust to proffer solutions to the significant local challenges that need to be based on profiles of corporate governance competencies contributing to global efforts to combat corruption and promote ethical best practice.

The forum scope will include round table discussions, open and private discussions with real business leaders, contemporary training roles and responsibilities and soft skills among others things.

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