SA Report
Corporate Governance
GZI SA ensures compliance with all applicable laws and regulations including the Companies Act 71 of 2008, King IV Code and international best practices in its operations.
The organisation has in place, a robust framework of business policies and procedures for the governance and management of operations at every level. Periodic governance reviews are conducted in liaison with the Board Charter to identify the responsibilities, rights and duties of shareholders, Directors and other persons involved in the Company.
Board Composition | |||
|---|---|---|---|
S/N | Name | Designation | Status |
1 | Mr. Vincent Raseroka | Chairman | Active |
2 | James Judson | Member | Active |
3 | Ayodeji James Adelakun | Member | Active |
BOARD COMMITTEES
The GZI SA Board effectively performs its oversight function through its standing committees which have clearly defined terms of reference on their roles, responsibilities, functions and scope of authority.
The Board has two (2) committees namely, the Finance & Risk Committee and the Remuneration and the Social & Ethics Committee accordingly, each with their respective terms of reference. These committees provide reports to the Board at the quarterly Board meetings.
Finance and Risk Committee
This committee oversees the financials of the Company and the establishment, implementation and monitoring of the Company’s risk management framework to identify, assess and manage the risks to the operations of the Company, ensure compliance with all applicable legal and regulatory requirements to the business and to oversee the effectiveness and adequacy of internal control systems.
Composition of the Finance & Risk Committee | ||
|---|---|---|
1 | Mr. Vincent Raseroka | Member |
2 | Mr. Ayodeji Adelakun | Member |
Remuneration and Social and Ethics Committee
The role of the committee is to assist the Board to oversee the succession planning process of the Board and other senior management positions in the Company together with enhancing the Company’s ability to achieve its strategic objectives in line with set criteria for the optimum social and ethical environment.
Composition of the Social & Ethics Committee | ||
|---|---|---|
1 | Mr. Vincent Raseroka | Chairman |
2 | Mr. James Judson | Member |
Board Induction and Training
Annually, the members of the Board in SA and Nigeria and the Group Executive Management attend trainings and programs to continually update their skills, knowledge of industry practice, relevant regulations, operating environment, international governance practices and industry and global trends.
The Company Secretariat
The Secretariat acts as a central reference point and support for the Board of Directors and is the liaison between the Board and external consultants where the Board does not engage such third parties directly.
The Company Secretaries in Nigeria and South Africa are responsible for assisting the Board and Executive Management in, coordinating the orientation and training of new Directors and the continuous education of all Directors by formulating the annual Board Plan and administration of other strategic issues for the Board level.
The Secretariat is also responsible for organizing Board meetings and ensuring that the discussions and decisions at Board meetings are clearly and properly captured and the minute books kept up to date.
Corporate Social Responsibility
GZ Industries has a responsibility towards all its employees, customers, suppliers, financiers, local communities and society at large. The Company takes this corporate and social mandate seriously and regards a positive influence on people and the environment to be as important as making profit.
The CSR initiatives are aimed at promoting positive change in the lives of people in our immediate and extended communities by inspiring them and providing amenities that enhance their knowledge, health, general wellbeing and development. These include serving disadvantaged communities or people in the community in Nigeria and South Africa and promoting projects with focus on the communities within which GZI actively operates.
The Group has in place a CSR policy to outline its strategy and aid the implementation of the identified development plans and positive changes in its host communities. The policy also sets out the processes and procedures to select, manage and support its CSR initiatives and map out strategies to be socially responsible and environmentally sustainable. A feedback mechanism on the impacts on these initiatives and the improvement and development of same is also embedded within the policy.
Future Relations and Communication with Stakeholders
The Board and Executive Management are committed to sustaining good relations and ongoing interactions with its stakeholders through a well-established communications and complaints management policy.
In place is a well-managed Customer Relations Unit to attend to all enquiries on the Company’s products, corporate actions, strategy and all other corporate information in all its jurisdictions.
All other related information on the Company’s business operations and allied matters can be obtained by all stakeholders and the public from the website www.gzican.com
Group Executive Management
The Group Executive Management is delegated with the day-to-day running of the operations of the Company. The Group Executive Management is accountable to the Board for the development and implementation of strategies and policies and to conduct the operations of the Group with fairness, transparency, accountability, prudence and in compliance with relevant laws and highest ethical standards to safeguard the interests of all stakeholders.
It is the responsibility of the Group Executive Management under the direction of the Board to ensure that the Boards of Nigeria and South Africa receive adequate information on a timely basis about the Company’s business affairs at intervals and in an appropriate manner on matters and developments in legal, governance, human resources, risk and finance to enable the Board to carry out its responsibilities efficiently.
Management Committees
These are Committees comprising of the senior management staff of the Company. These Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from the activities of the Company. They also ensure that risk limits as contained in the Board and Regulatory policies are always complied with.
The Committees meet as frequently as necessary to immediately take action and decisions within the confines of their powers.
The standing Management Committees in the Company are:
- Tenders/Bid Committee
- Fixed Assets Disposal Committee
Tenders Committee
This Committee is responsible for requesting, receiving, and reviewing bids for procurement and/or supply of purchases for production and operations.
Fixed Assets Disposal Committee
The Committee has the responsibility to ensure every asset for disposal in the company is done through a transparent and diligent tender process and to the advantage of the company with consideration of the market value of such assets which are thereafter sold to the highest offer. All tenders and selections are carried out with the support of the Finance Department for accuracy and transparency, control purposes.
