Corporate Governance statement
ZEP-RE is committed to principles of good corporate governance. We stand for a form of responsible company management and control geared at long term creation of wealth and value for shareholders. We place critical importance on promoting and respecting the interests of shareholders, efficient supervisory practices at Board level and a communication policy that is open and transparent both internally and externally.
The key aspects of our approach to Corporate Governance are as follows: -
As a regional organisation ZEP-RE strives to draw upon best practices of corporate governance from different parts of the world.
ZEP-RE is a limited liability company governed by the Agreement establishing the Company, a multi state agreement that established the Company and governs the way it operates. The Company has three main governing bodies namely, the General Assembly, the Board of Directors and a Management team.
The General Assembly is the highest organ of the Company and all powers of the Company are vested in the General Assembly. All shareholders of the Company are members of the General Assembly.
At ZEP-RE the principle of “one share, one vote’ applies. Shareholders may exercise their voting rights personally or through a proxy appointed in writing. ZEP-RE also offers its shareholders the opportunity to have their voting rights exercised in accordance with their personal instructions by a proxy nominated by the Company (the duty has always been discharged by the Chairman of the Company).
Board of Directors
The Board of ZEP-RE is responsible for the overall conduct of the business of the Company. The Board is accountable to the shareholders for the operations of the Company and terms of service of the Board are determined by the General Assembly.
The appointment of the Board is effected every three years through a formal and transparent election process that involves the entire membership of the ompany. Each member is given the opportunity to nominate candidates to the positions of Director and Alternate Director and all members participate in the voting and appointment of Directors. Mid-term appointments are done through a transparent by-election.