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Corporate Governance – Zambia

Good corporate governance practices promote investor confidence which in turn contributes to the economy. In an article published by Centre for Elites on 14 April 2024 the following institutions are listed as promoting good corporate governance in Zambia: https://prep.educom360.com/promoting-good-governance-in-zambia/ The above list implies that Zambia, along with many parts of the rest of the world,…

Good corporate governance practices promote investor confidence which in turn contributes to the economy. In an article published by Centre for Elites on 14 April 2024 the following institutions are listed as promoting good corporate governance in Zambia: https://prep.educom360.com/promoting-good-governance-in-zambia/

  • The Human Rights Commission (HRC)
  • The Police Public Complaints Authority (PPCA)
  • The National Assembly of Zambia
  • The Office of the Vice President Parliamentary Business Division (OVP-PBD)
  • The Anti-Corruption Commission (ACC)
  • Amnesty international
  • Local and national civil society organisation

The above list implies that Zambia, along with many parts of the rest of the world, is focussing more on Corporate Governance. This blog answers a few questions in relation to corporate governance.

What is Corporate Governance?

  • A system of rules, practices, and processes to protect the business and ensure effective, efficient decision making and actions.
  • Balances stakeholders’ interests. Stakeholders includes shareholders, employees, communities, service providers and suppliers.
  • Principles to ensure accountability, fairness, transparency, responsibility, and effective risk management.

Whodoes it apply to?

  • Good Corporate Governance should be applied across the business from Shareholders to the Board, employees, and stakeholders.

Wheredo you find Corporate Governance Codes / Rules?

Zambia

  • Lusaka Stock Exchange Code for Listed & Quoted Companies
  • The King IV Code South Africa (voluntary principles & recommended practices)

How to implement Corporate Governance?

  • Decide your mission statement. “Boston’s mission is to be an internationally recognised multi-family office leading the way in fiduciary services for private and entrepreneurial corporate clients.”
  • Create a business risk assessment (BRA):Identify for each area of the business (including cyber risk) – Most Likely, Likely and Unlikely; Impact – Severe, high, medium & low; Mitigation – Most Likely & Severe / high impact first: Identify, Consider Impact and Mitigate.
  • Financial and audit – Know your assets, liabilities, income, and expenses. Budgets – Stress test them. Debtors / creditors.
  • Missing filing deadlines. This creates reputational and financial risk. Implement policies and procedures to prevent late filing, system controls, diary notes and oversight to ensure that the information is correct.
  • Customer Risk Assessment – like BRA but allows you to focus on Customers risk and administrative risks.
  • Payments of tax, mortgage, contracts, creditors, company filing – Risk of Fraud (Implement a payment / call back procedure with inputter and 2 authorised signatories).The procedure is required to ensure that payments are genuine, with documentary evidence, and that checks are undertaken to avoid risks of ML or FT.
  • Policies and procedures – to include minimum number of board meetings, risk mitigation, objectives of transparency, fairness, responsibility, and accountability.
  • Consider Matters Reserved for the Board – to ensure decisions are made at the appropriate level and ensure that there is a policy for conflicts of interest together with a register which is maintained and updated.
  • Effective minutes – to document board meetings held and consider relevant and appropriate matters, and that the decision making is recorded in a way which is commensurate with the matter being considered, with board reports to cover risks & compliance, financial reporting and solvency, contracts entered into, HR matters, strategy etc.
  • Client Due diligence – passport, address verification, source of wealth & source of funds.
  • Ethics – Gift registers, reporting breaches and errors.

Whento apply Corporate Governance?

  • Ongoing – Always adhere to policies and procedures as agreed by the board from time to time.
  • Board meetings – Declare any conflict of interest, operate in an honest and open manner. Create an ethical and fair culture, a culture where people can bring forward any mistakes and apply the mistake as a learning experience rather than an opportunity to blame.
  • Risk – review your risk policy at least annually or where there is a trigger point.
  • All policies – review all your policies and proceduresregularly or where there is a trigger event.

Whyapply Corporate Governance?

  • The business and the Board understand the risks that it is exposed to and mitigates it.
  • Everyone within the business knows what to expect (stable environment) and is responsible and accountable in a fair and transparent manner.
  • Stable environments are created by the Boards through good corporate governance and this in turn creates the next generation of strong leaders.
  • Strong leaders create strong businesses, business opportunities (growth) and a great reputation.
  • A great reputation attracts talent.
  • Talented individuals in the business attract investors, financing, and further talent.
  • When it comes to an exit having a great reputation increases the value of your business and it makes your purchasers Due Diligence easier as the business is given multiple health checks through CRA and ongoing reviews.
  • A lack of corporate governance can lead to bad reputations and in the worst-case insolvency.

Which jurisdiction to incorporate a company?

Choosing the right jurisdiction to form a company is an important decision and while criteria might vary for different businesses, key factors may be the reputation and stability of the country, tax and legal regimes.

Isle of Man – A key location

The Isle of Man offers the ideal jurisdiction in which to establish holding companies which can then re-invest in Zambia. As well as a highly desirable place to live and do business, the Island has a strong and vibrant community, a stable legal infrastructure and its parliament is arguably the oldest continuous running democracy in the word.  A model of political stability, transparency and financial supervision, the Island has been praised by global bodies including the OECD, G20, and IMF for a commitment to financial and supervisory standards.

Rated Aa3 by Moody’s. The Isle of Man has a clear and simple tax regime with no Capital Gains Tax, Withholding Taxes or Wealth Taxes. It is subject to UK VAT and indirect taxes.  Companies in the Isle of Man are subject to Income Tax on their profits. The standard rate of tax for most companies is 0%. However, profits derived from Isle of Man property are taxed at 20% and profits generated by banking and large retail businesses taxed are at 10%.

Corporate Governance

Like Zambia, the Isle of Man has Corporate Governance and rules ensuring that a company relies on to make formal decisions and to effectively manage a company.

Wheredo you find Corporate Governance Codes / Rules?

  • The Isle of Man’s Financial Services Authority guidance notes and the UK (United Kingdom) Corporate Governance code.
  • Micro level – Memoranda and articles of association / trust deed, matters reserved for the board, shareholders agreements and staff handbooks.
  • Policies and procedures.

How can we help?

Our services include the formation of trusts, companies, foundations and limited partnerships in a variety of jurisdictions.  We provide experienced trustees, directors and council members as well as administration, accounting and corporate governance services

If you would like to find out how we can help, please contact us at enquiries@bostonmfo.com.

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