The Board of Directors role is to supervise, control and direct the affairs of ZCSMBA. The board also determines policies or changes thereto subject to the Annual General Meeting. The board has a two-year term of office upon which elections are held.
The ZCSMBA secretariat presently operates from the ZCSMBA stand in the Lusaka Showgrounds. The Executive Secretary to the Board of Directors is the Chief Executive Officer in charge of administration and management, and s/he reports to the Board of Directors. A small team of experienced, dedicated and committed professional and support staff assists the Executive Secretary in the day-to-day operation of the organization. ZCSMBA’s ability to plan and implement programmes whether internally or externally sourced is therefore built on a solid foundation.
To support the management team in implementation of activities, the organization has a database of one hundred and thirty one (131) consultants and trainers (80% of whom have been developed by the organization). This arrangement has made implementation of interventions very cost effective in that the technical people on the payroll are few and thus it reduces fixed costs to a bare minimum. Though variable costs may increase as the activity rate increases, this is countered by the benefit derived by the members or end beneficiaries.
The list below shows the staffing (all are Zambian nationals) at different stages of organization development.
- Executive Secretary (chief executive officer),
- Business Development Services Manager,
- Capacity Building and Programme Manager,
- Administration Manager
- Research and Knowledge Management Coordinator
- Membership, Monitoring and Evaluation Coordinator,
- Agribusiness Coordinator,
- Business Development Services Officer
- Training Officer
- Office Assistant
- Security Guards
The ZCSMBA Constitution governs the regulation of meetings and the proceedings of the Board of Directors. This Charter has been developed to:
· summarise and augment the relevant elements of the Constitution;
· provide a clear statement of the roles, responsibilities, processes and operations of the Board for the benefit of both the Board and management; and
· ensure the practices of the Board are consistent with and reflect the Board’s commitment to best practice in corporate governance.
A Director of ZCSMBA must be committed to leadership and is expected to perform specific duties within the business community. Any board director shall be a member in good standing for a minimum of two years, free of any conflict of interest and be willing and able to attend board meetings on a regular basis. In addition, it is highly desirable that board members should be able to demonstrate a familiarity with ZCSMBA’s operations and activities and a level of involvement that demonstrates an ongoing commitment to the organisation’s goals and objectives.
Current involvement in a ZCSMBA member Association or ZCSMBA committee or a task group is an excellent way for a candidate to gain experience and demonstrate commitment. In addition, the Board recognizes that to be effective it should represent as broad a range of industry as possible. This is important for ZCSMBA to be effective, forward thinking and have the ability to provide worthwhile input to local, provincial and national regulators on a variety of issues.
The powers and duties of Directors are set out in the Constitution and at law. The Directors must act in the best interests of ZCSMBA and are to use their best efforts to ensure that ZCSMBA is properly managed and constantly improved. The principle role of the Board is to:
· oversee, approve and monitor strategy;
· oversee the implementation of the Strategic Plan including the Annual Budget;
· appoint the Chief Executive Officer (Executive Secretary) and evaluate his or her performance;
· provide guardianship of corporate values;
· monitor the integrity of financial reporting;
· oversee risk management and legal compliance; and
· oversee stakeholder communications.
To discharge its responsibilities and to facilitate its ongoing oversight of ZCSMBA, the Board has agreed its role includes, but is not limited to the following matters.
The Board may choose to delegate some of these responsibilities to one or more of its Committees. This will be specifically reflected in the Terms of Reference of the relevant Committee.
· Strategic planning: Approving the strategic planning process and timetable, contributing to ZCSMBA’s strategy and objectives, approving the strategy, associated performance indicators and targets and approving any subsequent material variations.
· Annual Work planning: Approving the Annual Work planning process and timetable, adopting the Annual Work plan including operating budgets, capital budgets, performance indicators and approving any subsequent variations.
· Future Funding: Contributing to and approving a strategy for funding of ZCSMBA, including funding targets, timelines and avenues and appropriately involving itself in liaison and communication with potential sources of funding.
· Change management: Overseeing ZCSMBA’s capacity to identify and respond to changes in its economic and operating environments.
· Major projects: Approving and monitoring major projects including corporate restructures/re-organisations, major capital expenditure, capital management, acquisitions and divestitures and any significant initiatives or opportunities that arise outside the annual planning and budgeting process.
· Stakeholder liaison: Appropriately involving itself in liaison and communication with key stakeholders.
· Performance monitoring: Overseeing the conduct and performance of the organisation to ensure it is being properly and appropriately managed. To discharge this duty the Board will give specific and regular attention to:
o monitoring performance against the strategic and annual plans;
o monitoring performance against peer and competitor associations; and
o enquiring into and following up areas of poor performance and their cause.
· Delegations of authority: Reviewing, approving and, where appropriate, revising the delegations of authority from the Board to the Executive Secretary and significant delegations from the Executive Secretary to managers. The Board notes that these delegations must be clearly defined and be sufficient to empower the Executive Secretary and the management team to run ZCSMBA.
· Committees: Overseeing the work of the Board Committees including determining the need for specific Committees, reviewing the need for those Committees on an ongoing basis, receiving reports from, reviewing the work of, and considering the recommendations made by each Committee.
· Self assessment: Developing and implementing a formal process for the Board to assess its performance. This policy will include an external assessment every two years.
· Referred matters: Attending to matters appropriately referred to it by the Chair, management, the Executive Secretary or Committees of the Board.
· Governance matters: Attending to corporate governance matters including the identification and nomination to the members of new Directors to fill Board vacancies and to any other matters identified as reserved to the Board.
· Information needs: Dictating its information needs to management including the form, timing, content and style of Board papers and ensuring these are fully addressed on an ongoing basis.
· Succession planning: Ensuring that appropriate plans are in place for the succession of the Executive Secretary and Board members.
· Risk management: Defining ZCSMBA’s risk appetite, approving and overseeing the operation of ZCSMBA’s corporate risk management framework, assessing its effectiveness, understanding and reviewing the major/significant risks facing ZCSMBA and monitoring their management.
· Internal controls: Overseeing, reviewing and monitoring the operation, adequacy and effectiveness of ZCSMBA’s reporting systems and the overall framework of internal controls established by the Executive Secretary including operational, accounting and financial reporting controls.
· Operational compliance: Approving, reviewing and monitoring compliance with key corporate policies.
· Legal compliance: Overseeing, reviewing and monitoring the operation of ZCSMBA’s programs, policies and procedures to ensure compliance with relevant legislation is actively promoted within ZCSMBA. Specific attention is to be given to privacy and occupational health and safety programs.
· Reputation: Being aware of and, where appropriate, reviewing any litigation, actions, transactions and issues, papers and reports to external/third parties which impact on ZCSMBA and may attract adverse public, government, regulatory or other interest.
· Encourage the reporting of unlawful or unethical behaviour: Maintaining a firm stance in relation to encouraging the reporting of unlawful or unethical behaviour and ensuring that employees and management are assured of protection where violations are reported in good faith.
· Financial oversight: Overseeing all aspects of ZCSMBA’s financial position including giving specific attention to the quantum, nature and terms of ZCSMBA’s debt facilities and its ability to meet its debts and other obligations as they fall due.
· Financial reporting: Approving the annual audited financial statements, the half year financial statements, and the theme and text of ZCSMBA’s annual report.
· Audit: Selecting ZCSMBA’s external auditors for approval by the members, ratifying the appointment of the internal auditor and approving their respective scopes of work.
· Related party transactions: Reviewing and monitoring all related party transactions to identify whether consideration should be given to seeking stakeholder approval.
· Intellectual Property Rights: Approval of acquiring or selling patent rights, rights in registered trade marks, licences or other intellectual property rights of the organization.
· Executive Secretary: The appointment, regular performance assessment, remuneration, succession planning and, should it be necessary, the dismissal of the Executive Secretary.
· Executive appointment: Ratifying the appointment of any member of Executive Management (currently Accountant, Office Manager, Business Development Services Manager, and Capacity Building Programs Manager).
· Executive performance and development: Ensuring an appropriate process is in place to recruit, review the performance of, remunerate, train and develop executives and to provide for management succession.
· Executive compensation: Reviewing and approving the compensation, equity and incentive schemes in place for the Executive Secretary and executives to ensure they are appropriate and competitive in both structure and quantum.
· Standards of behaviour: Reviewing, approving and monitoring compliance with the ZCSMBA’s Code of Conduct, which provides guidance regarding ethical behaviour, including approving all proposed revisions or waivers.
· Human Resource Systems: Ensuring appropriate human resource systems are in place to ensure the well-being and effective contribution of all employees.
ZCSMBA is a non profit, member based organization. The Board of Directors has the sole responsibility for the policy management and governance of the organization. This includes the duty to supervise the Executive Secretary, who in turn manages the staff. The Board has the duty to provide guidance and policy development, and acquire an adequate knowledge of the business and functioning of the organization. In particular, the directors must comply with legal requirements such as properly maintaining the books, records, and minutes: enacting bylaws; ensuring the proper election of officers; and appointing an external auditing firm to audit ZCSMBA Annual Accounts.
A fiduciary is any person who maintains a position of trust. Common examples of fiduciaries are agents, lawyers, and doctors. The fiduciary duty of a director is an obligation to act honestly, in good faith and in the best interest of the organization, and to be loyal to the organization. This duty reduces the danger of a director exercising his or her authority in a self-serving manner.
The first component of the fiduciary duty is honesty. This is an obligation placed on the director to disclose the entire truth to avoid fraudulent transactions in matters pertaining to his or her office. Examples of a director’s breach of the duty of honesty would be misuse of the organization’s funds, misappropriation of the organization’s property, and improper loans to directors.
The director of ZCSMBA must pursue the best interests of the organization and good faith must be demonstrated in attaining this end. This means that a director may not pursue any “improper” purpose while acting on behalf of ZCSMBA. The activities of a director are restricted by the objects of ZCSMBA as set out in the Constitution. A prudent director will attempt to remain within the boundaries of his or her legitimate authority.
A director must act in the best interest of the organization, which means that he or she agrees to subordinate all personal interests to those of the organization. Although directors are generally well-meaning, they may, at times, have difficulty separating their duties from their personal business interests. If this happens, the Chamber, members and its beneficiaries may suffer.
The second category of duty imposed on directors is a minimum standard of care in the performance of their activities on behalf of the organization. The standard test of care is what “would a reasonable director do under the same circumstances”. The director must act honestly, exercise some degree of skill and diligence, and ensure that he or she has the authority to act in compliance with the provision of the organization’s constitution.
The duty of diligence means that a director must become acquainted with all aspects of the organization including the transaction of business (usually by attending Board meetings), organizational policies and the delegation of tasks.
While an elected director is not legally bound to attend Board meetings, he or she does have the duty to stay informed of all events that transpire at meetings, which can be achieved, to a large extent, by reviewing the minutes and financial statements of the organization. When a director does attend a meeting, he or she must exercise the level of judgment and care that an “ordinary person” would take in the same circumstances.
It is prudent for a director to attend whatever Board meetings possible. Not attending may be interpreted as a failure to exercise the proper degree of diligence. If a director attends a meeting where an illegal act is planned, that director is liable unless he or she immediately registers dissent. Liability can also occur if the director does not properly notify the members and other interested parties about all illegal acts. On the other hand, a director may not be liable for an illegal act if he or she has no knowledge about it and has fulfilled the other duties required. Illegal acts committed by the Board prior to a director’s election are not sources of liability.
If a director does not attend meetings because of a long-term illness, he or she should consider relinquishing office if unable to fulfill his or her necessary duties. This will ensure that the director is not held liable for not attending.
Because all Board members are obliged to ensure the effective management of the organization, a director who is not adequately fulfilling his or her role may be removed from office as the terms of ZCSMBA’s constitution so provide.
While the directors do not have the expertise for certain aspects of management, they often rely on the services of experts (for example, accountants and lawyers) who are not officers and members of the organization. In this case it is the duty of the directors to ensure that the qualifications of the experts are appropriate.
The director must consider whether the other directors possess sufficient expertise to invest funds without outside consultation. However, certain investment responsibilities should never be delegated. These include establishing corporate policy, appointing auditors, enacting bylaws concerning corporate affairs, reviewing reports at frequent intervals, and establishing the details of employment for employees.
In most jurisdictions the law does not specify what levels of skills is required of a director of a non-profit organization. A director is under no obligation to exercise skills that are beyond his or her level of competence, and directors are not liable for errors of business judgement.
The level of skill required of each director will vary, therefore, according to individual qualifications and experience as well as the range of organizational demands placed upon the director. However if a director does possess specific expertise, he or she is required to use it in the organization’s affairs.
A prudent person exercises sound and practical judgement and is cautious and discreet in conduct. Therefore, a director must act in a manner that is both practical and cautious with a view to anticipating the probable consequences of any course of action that the organization might take.
The level of knowledge a director has is not relevant to his or her duty of prudence. Prudence must be exercised with practicality in mind, not expertise.
A director cannot necessarily avoid liability through resigning his or her office. A director is responsible for acts already done and neglected while he or she was still in the office. Further the director may remain bound by a continuing duty to the organization which will vary in length of time according to the circumstances.
In some situations, resignation by a director with the intent to avoid liability could be a breach of duty itself. Resignation in such circumstances may violate the duties of care, diligence, prudence, loyalty and the best interests of the organisation. Even if the organization dissolves, liability continues during the winding up process.
Subject to the formal delegations of authority, the Board delegates responsibility for the operation and management of ZCSMBA business to the Executive Secretary and the management team. Management is accountable to the Board and is to fulfill this responsibility through the provision of reports, briefings and presentations on a regular basis throughout the year.
The members of the management team: Accountant, Office Manager, Capacity Building Programs Manager and Business Development Services Manager shall attend Board meetings by standing invitation.
The Board will adopt appropriate structures and procedures to ensure it retains its independence and functions independently of management. This will include the Non-Executive Directors meeting in the absence of management on a periodic, scheduled basis.
Non-Executive Directors may communicate with members of the senior management team at any time. However, unless the matter relates to operation of Board Committees, in the ordinary course of business communications between the Non-Executive Directors and the senior management should be through the office of the Executive Secretary and the Chair.
The AGM is empowered by the Constitution to elect a Chairperson to a fixed period of two years for which he or she holds office. The Chairperson is only allowed to serve for two consecutive terms of two years each as outlined in the ZCSMBA Constitution.
In the absence of the Chairperson, the Vice Chairperson will chair the meeting. In the absence of both the Chairperson and Vice Chairperson, the Directors present must elect a Director present to chair the meeting.
The role of the Chairperson is to ensure that the Board is functioning effectively. The role of the Chairperson of the Board includes the following:
· Establish the agenda for Board meetings in consultation with the Executive Secretary
· Chair Board meetings. The Directors may elect a Director as Deputy Chairperson to act as Chairman in the Chairman’s absence. In addition, the Directors present may elect a Chairman, if there is no Chairperson or Deputy Chairperson; or neither the Chairperson nor Deputy Chairperson is present within 15 minutes after the time appointed for holding the Directors’ meeting; or the Chairperson and Deputy Chairperson are unwilling to act as Chairman
· Be clear on what the Board has to achieve
· Provide guidance to other Board members about what is expected of them
· Ensure the right matters are considered carefully and thoroughly during the meeting
· Ensure that all Directors are given the opportunity to effectively contribute
· Ensure that the Board comes to clear decisions and resolutions are noted
· Brief all Directors in relation to issues arising at Board meetings
· Ensure that the decisions of the Board are implemented properly
· Ensure that the Board behaves in accordance with its Code of Conduct
· Commence the annual process of Board and Director evaluation
· In conjunction with the Executive Secretary, undertake appropriate public relations activities
· Be the principal spokesperson for the organization at the annual general meeting and other formal reporting to stakeholders
· Be the major point of contact between the Board and the Executive Secretary
· Be kept fully informed of current events by the Executive Secretary on all matters which may be of interest to Directors
· Regularly review with the Executive Secretary, and such other senior officers as the Executive Secretary recommends, progress on important initiatives and significant issues facing the organization
· Provide mentoring for the Executive Secretary
· Initiate and oversee the annual Executive Secretary evaluation process
· Chair meetings of members, including the Annual General Meeting.
The Board structure, composition and method of appointing and removing directors are detailed in Clause XX to XX of ZCSMBA’s Constitution.
Skills required of the Board are detailed in Schedule XX of ZCSMBA’s Constitution.
The Board has defined, and will keep under ongoing review, its skill requirements. The Board will seek to augment its skills as required. Potential Directors will be nominated for appointment to the Board on the basis of their identified skills, knowledge and experience to meet the needs of the Board at the time their appointment is proposed. This information will be communicated to members to assist them in their decision whether to confirm the appointment of the nominee.
All new Directors elected to the Board will undertake a formal induction program in which they will be given a full briefing on the organization by the Executive Secretary. This will include meeting with key executives, inspection of the ZCSMBA Secretariat, an induction package and completion of the ‘Governance Program for New Directors’ one-day course with a reputable Training Consultant or Institution.
The Board delegates to the Executive Secretary authority to enter into and sign the following types of contracts for and on behalf of the organization, without the organization’s common seal being affixed, and to bind the organization:
The Executive Secretary is authorized to sign single purchase contracts or a series of related contracts as follows:
Up to $20,000
Without prior board approval (with ratification from the next Board meeting)
Up to $50,000
With prior written approval from the Chairman of the Board (with ratification from the next Board meeting)
With prior approval from the entire Board
In cases where the purchase contracts may have IP implications, written legal advice must also be sought prior to signing.
The Executive Secretary is authorized to sign a single sales contract or series of contracts as follows:
Up to $50,000
Without prior board approval (with ratification from the next Board meeting)
With prior written approval from the Chairman of the Board (with ratification from the next Board meeting)
Written legal advice must be obtained on contracts above $50,000. And for standard contracts to the same company (e.g. Internet, Telephone, Stationery), written legal advice must be obtained on the initial contract.
The Executive Secretary is authorized to sign any confidentiality agreement and any material transfer agreement.
The Executive Secretary is authorized to sign any employment agreement by which the organization employs any person. This does not include consultancy agreements that would be covered under Purchase Contracts.
The Executive Secretary is NOT authorized to sign any contract or document by which the organization provides any
This does not affect the Executive Secretary’s authority to sign any contract where the organization receives any guarantee, indemnity or release.
The Executive Secretary may sign any agreement that the Board specifically resolves.
The Board has designated the Executive Secretary or the Chairman (where appropriate) to speak to the press on matters associated with the organization.
The Chairman is authorized to comment on:
· Annual results at the time of the release of the annual report
· Resolutions to be put to General meetings of the company
· Changes in Directors, any matter related to the composition of the Board or Board processes
· Any speculation concerning Board meetings or the outcomes of Board meetings
· Other non-operational matters considered to be of importance to the organization
· Other matters specifically related to members
The Executive Secretary is authorized to comment on:
· The organization’s future outlook
· Any operational matter
· Research projects, research outcomes and other media queries concerning operational issues which reflect either positively or negatively on the organization
· Proposed or actual legal actions
· Queries and general discussions concerning the MSME sector and business environment in general
The Executive Secretary may delegate some of these areas to any member of the organization’s Executive team who, when approached by media for public comment will adhere to the following process:
· Refer the person to the Executive Secretary or Chairman of the Board as appropriate for comment
· Refrain from disclosing any information, documents or other forms of data to the person without prior consent of the Executive Secretary or the Chairman
· Report the person, the reasons for the contact and a summary of any other relevant information as soon as possible to the Executive Secretary or Chairman
Directors’ travel, accommodation and expense reimbursement entitlements will be the same as staff entitlements and will be covered in the organization’s Financial Policies and Procedures.
Directors are expected to undertake any necessary continuing professional education to enable them to discharge their duties. Management will brief the Board on changes in the legislative, regulatory or industry framework which impact ZCSMBA but this is not a substitute for the Directors’ own efforts.
· The Board recognises that regular reviews of its effectiveness and performance are key to the improvement of the governance of ZCSMBA.
· The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis against both measurable and qualitative indicators.
· The Board considers the outcome of the review in a dedicated meeting and develops a series of actions and goals to guide improvement.
· The Chairman provides each Director with confidential feedback on his/her performance.
· the Board does not endorse the reappointment of a Director who is not satisfactorily performing the role.
· Every two years a review of Board performance will be facilitated by an external service provider.
ZCSMBA encourages effective communication with stakeholders and has strategies in place to effectively implement this. ZCSMBA stakeholders include members, employees, Government Ministries and Agencies, Donors, private sector organizations and the community. The full Board is required to attend the ZCSMBA Annual General Meeting.
Each Director is:
· Bound by the ZCSMBA Code of Conduct for conflicts of Interest and its policies and procedures; and
· Required to comply with terms and conditions of any arrangements specifically involving them, for example Director’s indemnity insurance.
The Board may from time to time establish appropriate Committees to assist it in the discharge of its responsibilities. However, the Board will not delegate any of its decision making authority to those Committees.
The initial Committees will be as follows:
· Audit Committee
· Finance and Procurement Committee; and
· Membership and Staff Management Committee
The Board will appoint Committee Chairs from among the Board members and have the prerogative to appoint external independent consultants to be the remaining members of these Committees. It is expected that each Board member will serve on at least one Board Committee.
Each formally constituted Committee will have written Terms of Reference, approved by the Board. Formal minutes of each Committee meeting will be prepared and circulated to each of the Directors within the time frame set out in the relevant Committee’s Terms of Reference, together with a clear list of recommendations and/or other matters and issues for the consideration of the full Board at the next Directors’ meeting.
Where a Committee meeting is necessarily held a short time in advance of a Board meeting, for example where the Audit Committee completes its review of the financial statements only shortly in advance of the Board meeting to approve those accounts, the Board will accept a verbal report from the Chairperson of the Committee. However, this must be followed by formal written minutes within the prescribed timeframe.
Membership of Board Committees will be based on the needs of ZCSMBA, relevant legislative and other requirements and the skills and experience of the individual Directors.
Membership of the Audit Committee and Finance and Procurement Committee will be restricted to Directors with relevant expertise. The specific requirements of each Committee are set out in the Terms of Reference for each particular Committee.
The Board has sole responsibility for the appointment of Directors to Committees and expects that, over time, the Directors will rotate on and off various Committees taking into account the needs of the Committees and the experience of the individual Directors.
The role, function, performance and membership of each Committee will be reviewed on an annual basis as part of the Board’s self-assessment process.
· The Board will meet no less than four times per year and as required at places to be agreed.
· Committees will generally meet on a quarterly basis, unless otherwise agreed.
· Where Board and Committee meetings are scheduled for the same month, where possible, Committee meetings will precede the Board meeting by at least one week to allow the circulation of the minutes of the Committee meeting prior to the Board meeting.
· A quorum is a majority of Directors for the time being or three Directors, whichever is higher.
· Where a quorum cannot be established, the Chairman may call a general meeting to deal with the matter.
· If there is an equality of votes, the Chairman will have a casting vote in addition to his/her deliberative vote.
· The Directors may pass a resolution without a Director’s meeting being held if all the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. The minutes of Directors’ meetings must record that a meeting was held by way of written resolution.
· An additional Board meeting can be convened by a Director or the Executive Secretary at the request of any Director at any time by giving all Directors seven days notice in writing. A meeting may, with the consent of all Directors, be convened with less notice.
· The Board and Board Committees may hold meetings at two or more venues using any technology (for example: teleconferencing) that gives all members of the Board or the relevant Board Committee a reasonable opportunity to participate in the meeting.
· However, the personal attendance of Board members at meetings is preferred.
Directors are required to take all reasonable steps to avoid an actual, potential or perceived conflict of interests with ZCSMBA’s interest.
Directors must comply with the requirements of the ZCSMBA Constitution, Societies Act and the Code of Conduct – conflicts of Interest with respect to the disclosure of actual, potential or perceived conflicts of interest.
A meeting of the Board will have a quorum if:
1) where the Board comprises three Directors, the quorum is two Directors
2) where the Board comprises more than three Directors:
a) if the total number of Directors comprising the Board is an even number, the quorum is half such total number; and
b) if the total number of Directors comprising the Board is an odd number, the quorum is the lower of the whole numbers nearest to half such a total.
A quorum must be present at all times during the meeting.
External advice may be sought by a Director under the terms of the Director’s Indemnity, Insurance and Access Deed.
The Charter will be available to each Director, internal and external auditors and stakeholders. A copy of this Charter is available on the ZCSMBA website.
The Board will review this Charter and the Terms of Reference of its Committees annually and make any necessary or desirable amendments to ensure they remain consistent with the Board’s objectives, current law and best practice.
To the extent that there is any inconsistency between this Charter or the Terms of Reference and the Constitution, the Constitution will prevail.