The current Board of Directors consists of eight (8) directors, only one of whom is an executive director. The size of the Board, although falling short of the prescribed minimum, is considered adequate for the current size of the Bank’s operations. Section 4 (2) of the Infrastructure Development Bank of Zimbabwe Act (Chapter 24:14) provides that the Board shall consist of no fewer than twelve (7) and not more than fifteen (9) directors. The chairman of the Board is a non-executive director.
In executing its statutory mandate, the Bank has a special responsibility of ensuring that good corporate governance pervades all aspects of its business dealings and operations. Corporate governance in IDBZ is anchored on the principles of fairness, transparency, accountability and social responsibility, and is the platform upon which the institution strives to build a profitable, socially responsible and economically sustainable business that serves the interest of all stakeholders.
The IDBZ was established in 2005 as a successor organization to the Zimbabwe Development Bank (“ZDB”), and is governed in terms of an Act of Parliament, the Infrastructure Development Bank of Zimbabwe Act [Chapter 24:14]. The Bank was set up and charged with an expanded mandate mainly focusing on infrastructure development and finance. The Bank is regulated by the Minister of Finance and Economic Development.
Whilst the IDBZ Act is the anchor in the institution’s governance matrix, the Bank also embraces to the extent possible the principles of good corporate governance enshrined in other governance standards both locally and internationally.
Corporate Governance Charter
The IDBZ Corporate Governance Charter was crafted with the objective of codifying the various governance standards and instruments that impact on the operations of the Bank into one document which would serve as a reference point on matters of governance and regulatory compliance. The charter is a consolidation of relevant provisions of the IDBZ Act (Chapter 24:14),the Public Finance Management Act (Chapter 29:19), the Corporate Governance Framework (CGF) for State Enterprises and Parastatals and the IDBZ Shareholder Regulations. The Charter is currently undergoing a review to align it with the National Code on Corporate Governance in Zimbabwe which was introduced in 2015 as the premier corporate governance standard in Zimbabwe.
Code of Conduct and Ethical Framework
As a development finance institution with a statutory mandate to champion infrastructure development in line with the Zimbabwe Agenda for Sustainable Socio-Economic Transformation (ZIMASSET), the Bank has a special responsibility to ensure that its business operations and activities are conducted on the highest ethical plane. The Bank endeavours to be at the forefront in promoting business practices and processes that meet international best practice. To that end, IDBZ is constantly reviewing and strengthening policies and procedures that govern staff interactions with Government, suppliers, customers and other stakeholders. The Code of Ethics Policy provides a framework under which staff and people who interact with the Bank are expected to conduct themselves. The Code is designed to promote honest and ethical conduct and is founded on the Bank’s core values of integrity, professionalism, team work, service orientation and social responsibility.
Board of Directors
The current Board of Directors consists of eight (8) directors, only one of whom is an executive director. The size of the Board, although falling short of the prescribed minimum, is considered adequate for the current size of the Bank’s operations. Section 4 (2) of the Infrastructure Development Bank of Zimbabwe Act (Chapter 24:14) provides that the Board shall consist of no fewer than twelve (12) and not more than fifteen (15) directors. The chairman of the Board is a non-executive director.
The duties and responsibilities of the Board are outlined in section 4A of the Infrastructure Development Bank of Zimbabwe Act [Chapter 24:14].
The Board is responsible for formulating and implementing policies and strategies necessary for the achievement of the Group’s objectives. The Board supervises the overall activities engaged in by the IDBZ ensuring that the Group has adequate control systems to monitor and manage risk, and further that there is an efficient and economic use of the Group’s resources.
As an overarching responsibility, section 4A (e) of the Act requires that the Board formulates and enforces rules of good corporate governance and ethical practices for observance by the IDBZ directors, Management and Staff.
To effectively discharge its oversight and stewardship role the Board meets regularly, at least once every quarter.
Delegation of Authority
For effectiveness and efficiency on the exercise of its functions, the Board has constituted Board Committees to which it delegates some of its functions, duties and responsibilities. These powers and functions can also be delegated to the Chief Executive Officer. The Board Committees operate under precise terms of reference that are regularly reviewed to ensure they remain relevant and in sync with the Bank’s strategic objectives.
In order to support the Board in exercising its functions and responsibilities, the office of the Bank Secretary serves as the coordinating interface between the Management, the Board, its various Committees and Shareholders of the Bank. The Secretary is available to give advice to the Board and, as custodian of corporate information and records of the Group, to give access to relevant information, documents and records regarding the operations of the IDBZ. With appropriate clearance from the Board Chairman, any Board member has a right to seek and obtain, at the Group’s cost, independent expert and/or professional advice on any subject relating to the business operations of the IDBZ.
The remuneration of the Board is determined on the basis of market surveys of similar institutions and recommended for approval by the Minister of Finance and Economic Development. The remuneration takes into account the time and effort the board members are expected to devote to the affairs of the IDBZ and must be within the institution’s capacity to pay.
For the effective discharge of its functions and in order to enhance oversight on the various areas of the Group’s operations, the Board constituted and appointed five (5) Committees which operate under clearly defined areas of responsibility and terms of reference.
In the discharge of their respective terms of reference, the Board Committees ensure transparency, full reporting and disclosure of key decisions and recommendation of the Committees to the main Board. The Board has power to appoint to a Board Committee any person(s) for their skill and/or expertise as professionals to become Committee Members even though such persons or professionals are not themselves directors of IDBZ. This provision, which is entrenched in the Act, is intended to enhance the effectiveness of Board Committee functions, particularly in areas requiring technical and professional input.