379. The Board must make adequate and reasonable disclosure about the extent to which the company complies with laws, regulations, non-binding rules, codes and standards and give adequate and verifiable reasons for the extent of any non-compliance.

380. Where the Board delegates its compliance verification function to management or one of its committees, such delegation must be guided by the Board’s assessment of the knowledge, effectiveness and experience of management or the committee to which the function is delegated.

381. The Board should disclose in the integrated report details on how it is discharging its responsibility to ensure efficacious processes and an effective compliance framework.

382. The disclosure of the extent of non-compliance with applicable laws, rules, codes and standards requires the Board to give full, objective and verifiable explanations including –
(a) whether or not the non-compliance was intermittent or permanent throughout the reporting period;
(b) whether the company did not comply with some of the provisions of the code and, if so, which ones;
(c) the reasons for the non-compliance together with a review of those reasons and approval by the company’s external auditors and the Board before publication;
(d) whether or not compliance with any, and if so which, of the provisions of this Code are mandatory or voluntary for the company’s membership of professional bodies or associations and for obtaining business licenses or listing on the Stock Exchange; and
(e) the risk of non-compliance as identified, assessed and responded to through the company’s risk management processes.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE