1. A BRIEF OVERVIEW OF CORPORATE GOVERNANCE IN ZAMBIA
A PRESENTATION TO THE
BRITISH CHAMBER OF COMMERCE
IN ZAMBIA BY
PATRICK D. CHISANGA
LEAD CONSULTANT
DYNAMIC CONCEPTS LIMITED
THURSDAY, 28TH SEPTEMBER, 2017. 1 1 1

2. PRESENTATION OUTLINE 2 2 1. DEFINING CORPORATE GOVERNANCE.
KEY OBJECTIVE OF CORPORATE GOVERNANCE.
3. PRINCIPLES OF GOOD CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STAKEHOLDERS.
CORPORATE GOVERNANCE SYSTEMS.
CORPORATE GOVERNANCE INSTRUMENTS.
CORPORATE GOVERNANCE REFORM IN ZAMBIA.
8. CORPORATE GOVERNANCE IN ZAMBIA TODAY.
THE WAY FORWARD. 2 2 2

3. DEFINITION
The internal means by which corporations are operated and controlled, which involve a set of relationships between an Organisation’s Management, its Board, its Shareholders, and other stakeholders.”
- OECD, 1999 3 3

4. DEFINITION
In a concise sense, Corporate Governance has been defined as the System by which companies and organisations are Governed, Controlled and Managed.
CADBURY REPORT, 1992. 4 4 4

5. KEY OBJECTIVE
The key objective in Corporate Governance is to ensure that the Organization is governed in a way that is consistent with the principles of good Corporate Governance.
The following are some of the main principles. 5 5 5

6. PRINCIPLES OF GOOD CORPORATE GORVERNANCE
Integrity
Responsibility
Accountability
Transparency
Effectiveness
Efficiency
Sustainability
8. Reliability 6 6

7. PRINCIPLES OF GOOD CORPORATE GOVERNANCE
The relationship between the Shareholders, the Board, the Management, employees and other Stakeholders is at the centre of many of the problems that can arise in Corporate Governance. 7 7 7

8. CORPORATE GOVERNANCE STAKEHOLDERS
The following are the key stakeholders
in any organization:
1. The Shareholders
2. The Board of Directors
3. The Management
4. The Staff
5. External Stakeholders 8 8 8

9. OTHER STAKEHOLDERS OF ORGANISATIONS
1. Stakeholders are all those individuals or corporate entities who could affect or be affected by an Organisation’s activities.
(Cook & Deacon 1999)
2. It is vitally important that Organisations identify their stakeholders and develop appropriate strategies to interact with each one of them. 9 9 9

10. CORPORATE GOVERNANCE SYSTEMS
1. Appointment of the Board of Directors
2. Composition of the Board
3. Appointment of the Chairman
4. Appointment of the CEO
5. Risk Management
6. Financial Oversight
7. Ethics
8. Checks and Balances
9. Declaration of Interest 10 10 10

11. CORPORATE GOVERNANCE INSTRUMENTS
1. Board Charter
2. Ethics Charter
3. Code of Corporate Governance
4. Strategic Plan 11 11 11

12. CORPORATE GOVERNANCE IN ZAMBIA PRIOR TO 2000
1. Largely non existent apart from in a few
multinational organizations.
2. In the private sector and particularly SMEs
and family held Companies sound Corporate
Governance practices were virtually
unheard off.
3. Appointments of Board Members,
Chairperson and CEO’s of SOE’s was done
from State House, and they were fired the
same way.
4. All SOE Boards were chaired by either
Permanent Secretaries or Cabinet Ministers.

13. CORPORATE GOVERNANCE IN ZAMBIA TODAY
Since 2000, the principles and practice of
Corporate Governance in the Zambian
economy has gained significant ground.
Corporate Governance structures are
being established in many Companies
and Organisations, both in the private
Sector as well as the remaining
SOEs. 13 13 13

14. CORPORATE GOVERNANCE IN ZAMBIA TODAY cont/d..
Formal Director Training has been
instituted by the IOD.
Several Corporate Governance
Consulting firms have come to the fore.
Board Charters and codes of Corporate
Governance are being developed.

15. CORPORATE GOVERNANCE IN ZAMBIA TODAY Cont/d..
The Lusaka Stock Exchange has instituted
a code of Corporate Governance for listed
Companies.
The IoD has developed a Code for SMEs
The Financial Sector Development
Programme has been initiated under the
aegis of the Bank of Zambia.

16. CORPORATE GOVERNANCE IN ZAMBIA TODAY cont/d..
Boards of Directors are beginning to
assume their rightful authority over their
companies.
GRZ is beginning to understand and
appreciate its role as a shareholder.
In short the Corporate Governance
Landscape in Zambia has improved
significantly.

17. THE WAY FORWARD
Clearly much has been done, but more remains to be done.
Continuous Director training and development is necessary.
More training in Board Effectiveness. 17 17 17

18. THE WAY FORWARD cont/d….
More Corporate Governance exposure
for Permanent Secretaries, MP’s and
Ministers.
The APRM will impact positively.
Greater insight into King III will help
us consolidate and build on the solid
foundations laid.
I THANK YOU 18 18 18