Phillips Law

Principles of Corporate Conflict Prevention and Resolution

July 11, 2017 No Comments

329. In preventing or resolving corporate conflicts the needs, interests and rights of the disputants must be taken into account and the processes involved must be cost effective. 330. Inquisitorial alternative dispute resolution mechanisms as opposed to the adversarial court based dispute resolution method should be preferred in corporate dispute or conflict resolution because these […]

CHAPTER 6: CORPORATE CONFLICT PREVENTION AND RESOLUTION

July 10, 2017 No Comments

Preamble: 324. Corporate conflicts are inherent in business. They may be internal or external to the company. There is therefore a need to prevent conflicts and, where they occur, they should be resolved inexpensively and timeously. Principles: 325. Prevention and resolution of corporate conflicts makes it possible to safeguard the rights of shareholders and protect […]

Disclosure Channels

July 7, 2017 No Comments

Principle: 323. The chief executive officer and the management of the company should report to the Board and the Board to the shareholders. Any deviation from this order of reporting must be disclosed by the Board to the shareholders with reasons therefore. According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE

Recommendations of Intergrated and Sustainability Reporting Part 2

July 6, 2017 No Comments

320. To the extent that the integrated report is subject to assurance, the name of the assurer should be clearly disclosed together with the period under review, the scope of the assurance exercise and the methodology adopted. 321. The Board should delegate to the audit committee the general oversight function of integrated disclosure. This committee […]

Recommendations of Intergrated and Sustainability Reporting

July 5, 2017 No Comments

319. The integrated report should – a) be prepared every year and contain adequate information about the company’s operations, sustainability issues pertinent to its business, its financial results and the results of its operations and cash flows projections; b) be focused on substance rather than form and disclose information that is complete, timely, relevant, accurate, […]

Intergrated and Sustainability Reporting

July 4, 2017 No Comments

Principles: 317. Integrated reporting incorporates a company’s strategy, governance, financial performance and future outlook in one report. The report should also contain environmental, social and governance issues which impact on the company’s operations. The integrated report should be guided by the requirements of the Global Reporting Initiative’s International Integrated Reporting Council (IIRC) as published from […]

Recommendations of Information and Management Part 6

June 29, 2017 No Comments

308. The chief executive officer should appoint a person responsible for the management of ICT who – (a) serves as a bridge between ICT and the business; (b) understands the accountability and responsibility of ICT; (c) is business-oriented and understands business requirements, the long term strategy of the company and can translate these into efficient […]

Recommendations of Information and Management Part 5

June 28, 2017 No Comments

303. The annual report should incorporate a statement by the chairperson of the Board and a statement by the chief executive officer or managing director in which they evaluate the company’s performance during the year. 304. Information, knowledge and experiences which constitutes trade or professional secrets or is commercially sensitive must be protected from disclosure. […]

Recommendations of Information and Management Part 4

June 27, 2017 No Comments

298. Information on critical factors that may be material to shareholders and investors must be disclosed to them including – (a) any change of the company’s name; (b) decisions on increasing or decreasing the authorized and issued capital; (c) any acquisition by the company of its own shares, the sources of funds to acquire the […]

Recommendations of Information and Management Part 3

June 26, 2017 No Comments

294. Voting agreements among shareholders must be disclosed to the company and to the stakeholders. 295. All transactions involving property of the company whose value is equal to or in excess of 2% of the current assets of the company and which may affect the market price of the company’s shares must be disclosed. 296. […]