Enforcing good corporate governance practices and observing the separation of powers

Audit Committee

The committee provides oversight on the effectiveness of the Group’s operational and financial reporting systems and accuracy of information, and that the Group’s published Financial Statements represent a true and fair reflection. The specific terms of reference include:

Reviewing and appraising the soundness of risk management, internal controls, and the reliability and integrity of financial, managerial, and operating data;
Ascertaining compliance with the ZCCM-IH Group policies and procedures;
Evaluating asset safeguards and accountability;
Evaluating the economy and efficiency with which resources are employed;
Reviewing operations or programs to assess whether they are being carried out as planned and whether results are consistent with established objectives and;
Providing advice to management regarding the adequacy and effectiveness of controls regarding major decisions.

Remuneration Committee

The committee is responsible for formulating remuneration policies and principles that promote the success of the Company. More specifically, the Remuneration Committee’s terms of reference include:

Determine and agree with the Board the framework or broad policy for the remuneration of the Chief Executive and such other members of the executive management as it is designated to consider;
Determine targets for any performance-related pay schemes operated by the Company;
In determining such remuneration packages, give due regard to the prevailing compensation levels in comparable commercial organizations.
Agree the policy for authorising claims for expenses from the Chief Executive and Chairman;
Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee;
Report the frequency of, and attendance by members at, remuneration committee meetings in the annual report;
Make the committee’s terms of reference publicly available. These should set out the committee’s delegated responsibilities and be reviewed and, where necessary, update annually.


Mr Moses S Nyirenda
Mr Mabvuto T Chipata

Investments Committee

In order to adequately supervise and monitor the investment function of the Company, the Investments Committee of the Board’s duties and responsibilities shall be:

to evaluate and approve, or disapprove and refer all approved investments to the full Board;
to evaluate and recommend to the Board on the disinvestments;
to periodically review each investment in terms of performance against benchmark returns for the Company;
to guide management on the activities of the Management Investment Committee and ensure they comply with the laid down procedures;
to advise the Board and guide management on investment-related issues;
to circulate for information, quarterly reports to the Board and through the Chairman present on matters therein, if necessary; and,
to determine the amount to be invested in a period.