Obey Kamutsamombe

R1814194

Mashonaland Holdings Compliance commentary

Zimcode Principle / Recommendation Compliance Commentary

98. As a minimum, two executive directors should be appointed • The board consist of 7 members, With Mr G Mapfidza as
to the Board, being the chief executive officer and the director the Managing Director and Mr K Musundire as the Chief
responsible for finance. This will ensure that there is more Finance Officer. These are the only Executive directors.
than one point of contact between the Board and • The Board is Chaired by an independent non executive
management. As a minimum, three nonexecutive directors director Eng Grace Bema.
should be appointed to the Board, the majority of them being • The majority of the Board members are non executive thus
independent. being in line with the Code.

99. Board members should not serve on more than six boards • The board members do not serve in more than six boards.
at the same time and should this threshold be exceeded, the However with the exception of Ms P Musarurwa who is said
Board members concerned should give good and sufficient to be part of several Boards within Zimbabwe.
reasons for that and demonstrate ability, availability and
capacity to discharge their roles, functions and duties in ways
which best serve the interests of the company, its shareholders
and other stakeholders. Such reasons must be subjected to
scrutiny and approved by a resolution of at least fifty percent of
shareholders present at a meeting convened for that
Zimcode Principle / Recommendation Compliance Commentary
100. A person should not be appointed as chairperson of more • Eng Grace Bema is currently serving as the Chairperson of
than four boards and should this threshold be exceeded, then Mashonaland Holdings only. There is no other board that
the person concerned should offer good and sufficient reasons she is serving as a Chairperson. Therefore being inline with
for that and demonstrate ability, availability and capacity to the code
discharge their roles, functions and duties in ways which best
serve the interests of the company, its shareholders and other
stakeholders. Such reasons must be subjected to scrutiny and
approved by a resolution of at least sixty percent of
shareholders present at a meeting convened for that purpose.

104. Directors appointed for their professional skills, such as • Non of the companies offering specialist service are owned
lawyers, accountants or engineers should not be allowed to and linked to Directors of the firm.
provide professional services to the company through their
firms unless good reasons confirming convergence, and not
conflict of interest, exist. Such reasons must be approved by a
resolution passed by a minimum of sixty percent of Board
members present at a meeting convened for that purpose and
disclosed fully in the annual report.
Zimcode Principle / Recommendation
113. The chairperson of the Board should be chosen for his or
her impeccable professional reputation, ample managerial
experience, undisputed integrity, steadfastness, a clear
commitment to the interests of the company and the
unconditional trust he or she enjoys from shareholders and
members of the Board.
114. The chairperson of the Board should not perform the role
of the chief executive officer but if he or she does so, the
principles enunciated in this Code should apply.
Compliance Commentary
 The Chairperson Eng G Bema is a partner at BCHOD
Engineering Consultant. She also worked on large projects
locally such as the Unkie Mines Housing project and various
projects in the USA were she completed her Engineering
Sustainable System (Slippery Rock University, Pennsylvania,
USA as well as Certified Project Master (Institute of Project
Management, Australia). New Castle Sanitation Authority
and Macoskey Centre as a design developer in Pennsylvania
are the projects she worked on whilst in USA.
 Her appointment as Chairperson is purely based on merit as
she is also the current president of Zimbawe Association of
Consulting Engineers.
• The Chairperson is only performing her single role as an
independent non executive director. She is not holding any
executive role within the entity.