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IOD Zambia Institute of Directors |
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About the IOD ZambiaTo promote high standards of corporate governance in both the private and public sectors in Zambia, through education...
BRIEF ON THE INSTITUTE OF DIRECTORS OF ZAMBIA
1. Background.
1.1 The Institute of Directors of Zambia was launched on 7th April 2000 by the then Minister of Commerce, Trade and Industry, Mr. William. Harrington. The launch was a culmination of one and half years' work of a task force, which was set up on 24th June 1998 during the first workshop on Corporate Governance jointly conducted in Lusaka by the Commonwealth Association for Corporate Governance with Headquarters in New Zealand, and the Institute of Chartered Secretaries and Administrators, Zambia Branch.
1.2 The Institute of Directors is a leadership forum, committed to the development of members through education, and training; and exchange of information in order to enhance the quality of leadership and Corporate Governance in the Private and Public Sectors in Zambia.
1.3 The need for Corporate Governance is very real. Seen from the backdrop of the breakup of the Parastatal Sector in Zambia and the emergence of a 'larger' private sector, the need for direction, education, and training of directors to ensure the highest standards of business ethics, skill, and familiarity with board functions and fiduciary responsibility for directors, has become paramount.
1.4 The Promoters of the Institute were, therefore, motivated to establish a structured and formal organization by the imperative to develop, establish, and promote sound corporate governance Principles and Ethics in order to ensure proper management, control, and accountability for affairs of Private and Public enterprises in the Country and, in the process, preserve and secure the interests of all stakeholders.
2. MISSION STATEMENT
The mission of the Institute is to promote high standards of corporate governance in both the private and public sectors in Zambia, through education, training, and participation at relevant fora, thus, ensuring the highest professional and ethical standards amongst directors and the boards on which they serve.
3. OBJECTIVES
3.1 The objectives of the Institute of Directors are to:- (a) promote excellence in corporate governance;
(b) represent interests of directors and facilitate their professional development in support of the economic well being of the country;
(c) enhance the standard and effectiveness of Directors through information and education on their legal, moral, financial and general rights and obligations in respect of their companies, shareholders, employees, management, and the community as a whole;
(d) inculcate the highest standard of ethics amongst Directors; and
(e) provide an effective voice for company directors in public affairs and for that purpose take a continuing and effective interest in legislation, economic, and social matters to ensure the preservation of basic commercial freedoms and to prevent abuse of such freedoms.
3.2 The Institute of Directors of Zambia, through training and education of directors in Corporate Governance, aims at facilitating and engendering economic growth and prosperity through responsible and ethical management of business enterprises.
3.3 The Institute is currently engaged on a membership recruitment drive to spread the message and widen the scope for observance and practice of Corporate Governance in the Country.
4. CATEGORIES OF MEMBERSHIP
There are four categories of membership:
· Associate Member · Member · Fellow · Honorary
5. CRITERIA FOR MEMBERSHIP
To qualify for membership, a person must meet the following general and specific criteria:
(a) General Criteria
No person shall be admitted as a Member of the Institute; if the applicant is:- (i) under the age of 21 years; (ii) prohibited under the Companies Act from acting as a director; (iii) an undischarged bankrupt whether in Zambia or elsewhere; (iv) deemed to be insolvent within the meaning of applicable legislation in Zambia; and (v) in the opinion of the Board of Directors, not a fit and proper person to be admitted as a Member. (b) Specific Criteria
(i) Associate Member
To become an Associate Member the applicant must be: § a partner in a professional practice; § a person with a professional qualification working in commerce or industry; § a senior executive of a national or international company reporting directly to the board or a member of the board of such company; § an executive in a senior level in national, regional or local government; and § a person who is unable to meet any of the criteria referred to above, may in exceptional cases, be eligible for Associate membership. (ii) Full Member
A person may be admitted to full membership if he/she is:
§ a director or alternate director of at least two (2) years’ standing in any corporation; § a senior executive of at least three (3) years’ standing in a corporation or a statutory board or a regulatory body in any part of the world with managerial responsibilities equivalent to those of an executive director; § an academic personnel or a partner or sole proprietor of a professional practice (e.g. accountants, advocates and solicitors) with at least three (3) years’ professional practice; § an Associate Member who has completed the Company Directors Course; § able to demonstrate an equivalent senior level of responsibility and subscribes to the IoD objectives, even though the applicant does not satisfy any of the above criteria. (iii) Fellow
The Board may invite a member to be a Fellow of the Institute if, in the opinion of the Board, such a person has had such substantial experience which renders him/her a source of inspiration, guidance, and leadership, to the general membership, provided that the person, at the time of his or her application: § Is a director of at least five (5) years’ standing in any corporation and has also completed the Company Directors Course; § Is a director of at least ten (10) years’ standing in any corporation or non-profit organisation in any part of the world of a size which the Board deems appropriate; § In the opinion of the Board, by virtue of his or her expertise, experience, standing or stature in the community, ought to be admitted as a Fellow notwithstanding that the applicant has not satisfied the prescribed conditions.
(iv) Honorary Member
(c) Annual Membership Subscriptions The current annual membership subscriptions are as follows:-
6 INSTITUTIONAL ARRANGEMENT 6.1 For effective organization and management of its affairs, the Institute has established the following institutional arrangement:- 6.1.1 The Annual General Meeting 6.1.1.1 The Articles of Association of the Institute provide that the Institute shall hold an Annual General Meeting each year to transact the following business:- a) to receive annual Accounts, Directors’ Report and Auditors Report; b) to approve the appointment and remuneration of the Auditor; c) to consider any notice of motion for which notice has been given in accordance with Article number.28.2; d) to elect the Board of Directors; e) to consider any special general Business; 6.1.1.2 The Articles of Association make it mandatory for the Institute to hold the Annual General Meeting each year. 6.1.2 The Board of Directors. 6.1.2.1 The Board of Directors is the Organ of the Institute responsible for formulation and ensuring implementation of policy, programmes, and activities of the Institute. 6.1.2.2 The Board consists of 11 members. The annual general meeting elects one of the members as President. The annual general meeting also appoints one or more Vice Presidents to carry out and coordinate the implementation of certain functions of the Board. The President presides over the meetings of the Board. 6.1.3 THE COMPOSITIONS OF THE BOARD OF DIRECTORS SINCE 2001 The Board of Directors since 2001 comprised the following:- (a) BOARD MEMBERS FOR 2001 / 2002
At the First Annual General Meeting of the Institute of Directors of Zambia held on 31st March 2001, the following members were elected to the Board:
Mr. David A R Phiri President Mr. Patrick D Chisanga Vice President Mr. Esau S S Nebwe Director Ms. Mary T Ncube Director Mr. Richard Healey Director Mr. Sebastian Kopulande Director Ms. Joyce M. Muwo Director Mrs. Fabiano Lukashi Director
(b) BOARD MEMBERS FOR 2002 / 2003
At the Second Annual General Meeting of the Institute of Directors of Zambia held on 10th August 2002, the following members were elected to the Board:
Mr. Patrick D Chisanga President Mr. Ronald Chapoloko Vice President (North) Mr. Esau S S Nebwe Vice President Ms. Joyce Muwo (Miss) Director Mr. Sudarshan K Sharma Director Mr. Nicholas M Nyendwa Director Major Ary J Mumba (Rtd) Director Mr. Joe M Chisanga Director Mr. Nchima Nchito Director
(c) BOARD MEMBERS FOR 2003 / 2004
At the Third Annual General Meeting of the Institute of Directors of Zambia held on August 9, 2003 the following members were elected to the Board:
Mr. Patrick D. Chisanga President Mr. Esau S.S. Nebwe National Vice President Mr. Sudarshan K. Sharma Vice President (Copperbelt) Mr. Augustine C. Seyuba Director Mr. Mumba S. Kapumpa Director Mr. Dev K. Babbar Director Gerry K. Sikazwe Director Mr. Rajnish Sharma Director Mr. Eugene Chandi Director
(d) BOARD MEMBERS FOR 2004 / 2005
At the Fourth Annual General Meeting of the Institute of Directors of Zambia held on 7th August 2004 the following members were elected to the Board:
Mr. Patrick D. Chisanga President Mr. Esau S.S. Nebwe National Vice President Mr. Bernard Chiwala Vice President – North Mr. Sudarshan K. Sharma Director Mr. Augustine C. Seyuba Director Mr. Mumba S. Kapumpa Director Mr. Dev K. Babbar Director Mrs. Lwimba Phiri Director Mr. Rajnish Sharma Director Mr. Eugene Chandi Director
(e) BOARD MEMBERS FOR 2005 / 2006
At the Fifth Annual General Meeting of the Institute of Directors of Zambia held on 6th August 2005 the following members were elected to the Board:
Mr. Esau S.S. Nebwe President Mr. Mumba S. Kapumpa National Vice President Mr. Bernard Chiwala Vice President – North Mrs. Valenta M. Nkhata Director Mr. Julu G. Simuule Director Mr. Dev K. Babbar Director Mr. Satish K. Gulati Director Mrs. Lwimba Phiri Director Mr. Rajnish Sharma Director Mr. Eugene Chandi Director
(f) BOARD MEMBERS FOR 2006 / 2007
At the Sixth Annual General Meeting of the Institute of Directors of Zambia held on 20th September 2006 the following members were elected to the Board:
Mr. Esau S.S. Nebwe President Mr. Mumba S. Kapumpa National Vice President Mrs. Valenta M. Nkhata Director Mr. Julu G. Simuule Director Mr. Dev K. Babbar Director Mr. Satish K. Gulati Director Ms. Irene M. Muyenga Director Mr. Rajnish Sharma Director Mr. Eugene Chandi Director Mr. Charles M. Liywalii Director
(g) BOARD MEMBERS FOR 2007 / 2008
At the Seventh (7TH) Annual General Meeting of the Institute of Directors of Zambia held on 15th August 2007 the following members were elected to the Board:
Mr. Mumba S. Kapumpa President Mr. Esau S.S. Nebwe Director Mrs. Valenta M. Nkhata Director Mr. Julu G. Simuule Director Mr. Dev K. Babbar Director Mr. Satish K. Gulati Director Ms. Irene M. Muyenga Director Mr. Augustine C. Seyuba Director Mr. Eugene Chandi Director Mr. Charles M. Liywalii Director
(h) BOARD MEMBERS FOR 2008 / 2010
At the Eighth (8TH) Annual General Meeting of the Institute of Directors of Zambia held on 14th October 2008 the following members were elected to the Board:
Mr. Mumba S. Kapumpa President Mr. Julu G. Simuule National Vice-President Mr. Frederick Mwendapole Vice-President (South) Mrs. Nancy Kalikeka-Phiri Vice-President (North) Mrs. Valenta M. Nkhata Director Mr. Dev K. Babbar Director Mr. Satish K. Gulati Director Ms. Irene M. Muyenga Director Mr. Augustine C. Seyuba Director Mr. Eugene Chandi Director Mr. Charles M. Liywalii Director
(i) BOARD MEMBERS FOR 2010 / 2011
At the Eighth (10TH) Annual General Meeting of the Institute of Directors of Zambia held on 28th July 2010 the following members were elected to the Board:
Mr. Julu G. Simuule President Mr. Mumba S. Kapumpa Immediate Past President Mrs. Sue M. Mwaanza National Vice-President Mr. Fred Mwendapole Vice-President Southern Region Mrs. Nancy Kalikeka-Phiri Vice-President Northern Region Mr. Chibamba Kanyama Director Mrs. Theresa M. Theu Director Mr. Augustine C. Seyuba Director Mr. Shuller Habeenzu Director Mr. Satish K. Gulati Director Mr. Suresh C. Govil Director
6.1.4 Committees of the Board 6.1.4.1 For effective implementation of the programmes and activities of the Institute; the Board establishes from time to time Committees to carry out certain functions deemed by the Board to be necessary for effective implementation of the mandate of the Board. 6.1.4.2 The President appoints Chairpersons of Committees. The Chairpersons of Committees appoint members of their respective Committees from the general membership of the Institute on the basis of the competences of the members concerned. 6.1.5 The Secretariat
6.1.5.1 The Secretariat is the Executive Arm of the Institute. 6.1.5.2 The Secretariat is headed by the Executive Director, who is the Chief Executive of the Institute. 6.1.5.3 Apart from the day-to-day administration and management of the Affairs of the Institute, the Executive Director is also the Secretary of the Board. 6.1.5.4 The Current staffing of the Secretariat is as follows:- a) Mrs. Victoria C. Silutongwe, Executive Director b) Mr. Richard Mwanza, Finance and Administration Officer c) Ms. Maureen K. Lumbwe, Administrative Assistant
6.1.5.5 The Address of the Secretariat is as follows: Physical address: 3rd Floor Godfrey House Corner Kabelenga / Longolongo Roads P.O. Box 34025 Lusaka Telefax: +260 211 237173 Email: iod@zamnet.zm
6.2 The Board may establish such other organs of the Institute as may be deemed appropriate to enable the Board carry out its mandate effectively.
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