Corporate Governance



Overview

The Company has a unitary board of directors which delegates the day to day business to the Managing Director and his/ her management team. The Board recognizes that in order to effectively play its role of setting out the Company’s strategy and reviewing the Company’s strategic direction, it must observe good corporate governance and comply with emerging global governance requirements.
It is the Board’s responsibility to ensure the Company observes generally accepted principles of corporate governance as enunciated in the various codes on corporate governance as well as compliance with laid-down regulatory framework. The Board is fully cognizant of the standards set out in the King Codes, Zimbabwe National Code on Corporate Governance, and the listing rules of the Zimbabwe Stock Exchange, being the exchange of primary listing as well as those of its secondary listing on the London and Johannesburg Stock Exchanges.
The Board’s think-tank is its committees and the Company has four (4) committees created to ensure the Company benefits from the diverse skills and experiences on the Board. The following are the Board Committees;

Technical Committee
Audit Committee
Marketing Committee
Human Resources Committee


Internal Audit function

The audit committee’s tasks include reviewing the company’s internal controls and, reviewing the company’s governance and risk management systems. To do this, it utilises the skills and expertise of the internal audit function, agreeing the scope of its work, its priorities and resources.
It must also monitor and review the effectiveness of the organisation’s internal audit function. The audit committee reviews and approves internal audit’s remit, having regarded the complementary roles of the internal and external audit functions.
It ensures that internal audit is free to work independently and objectively, i.e. free from the influence of those being audited. It ensures that internal audit has the necessary resources and access to information to enable it to fulfil its mandate, and is equipped to perform in accordance with appropriate professional standards for internal auditors.


Directors’ responsibility for financial reporting

The Company’s directors are responsible for the preparation of the annual financial statements and the related financial information of the Company. The external auditors are responsible for independently auditing and reporting on the financial statements in conformity with the International Financial Reporting Standards (IFRS)
The Company’s accounting and internal control systems are designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard, verify and maintain accountability of its assets. Such controls are based on established written policies and procedures and all employees are required to maintain the highest ethical standards in ensuring that the Company’s business practices are conducted in a manner which in all reasonable circumstances is above reproach.


Directors’ interests and the closed period

Directors are required to declare in writing, during the year, whether they have material interests in any contracts or arrangements of significance with the Company which could give rise to conflict of interest. Directors do not participate in decision making in areas where they are or there may be potential conflict of interest.



Investor Centre

Overview
Critical to our strategy is building and maintaining strong relationships with key stakeholders. Our stakeholders include Customers, Suppliers, Financial Institutions, Government, Regulators, Shareholders, Investors, Employees, Local Authorities, Civil Society, Communities, Economic sector representative bodies and others.
The Company has developed a system of engaging with investors so as to harness opportunities that the Company can benefit from. In so doing, the Company employs a broad range of strategies that include one on one formal and informal meetings, company reports, ZSE and SENS Announcements, presentations, the media, workshops, circulars, conferences and consultations.



Code of Ethics

Overview
Hwange Colliery Company Limited is committed conduct its business honestly and ethically wherever we operate in the world. The Company will continually improve the quality of services, products and operations and will create a reputation for honesty, respect, responsibility, integrity, trust and sound business judgement. No illegal or unethical conduct on the part of directors, employees or affiliates is in the company’s best interest. Hwange Colliery Company Limited will not compromise its principles for short-term advantage. The ethical performance of the company is the sum of women and men who work here. Thus, we are all expected to adhere to high standards of personal integrity.



Bribes and Kickbacks

As part of its policy, Hwange Colliery Company Limited undertakes that no bribes, kickbacks other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Directors and employees shall avoid gifts, fees, bonuses or excessive entertainment in order to attract or influence business activity. The Company has also set limits for reasonable and transparent year end gifts and meals that an employee of the Company can receive from a customer, organization or other entity which may currently or in the near future be engaged in business activity with the Company.



Payment Numbering System

The Company shall soon be implementing a payment numbering system to ensure that all payments the Company’s creditors are treated equally and without favour. The Company’s head of Finance, in consultation with the Managing Director and Senior Managers, may in some circumstances bring forward payments that maybe categorized as critical to the survival of the Company.