364. Where a conflict arises between or among shareholders or between shareholders and other stakeholders, the Board or the CCR committee should act as intermediary in the conflict and may suggest outsourcing the dispute to a mediator or other neutral professional body for resolution.

365. An actual or potential conflict of interest involving a director, officer or employee should be disclosed and the director, officer, or employee concerned should not sit in any meeting which discusses the conflict. Any Board resolution regarding the conflict should be passed by an affirmative vote which includes that of at least two independent Board members.

366. A real or potential conflict of interest involving a Board member or a substantial shareholder should be dealt with only by the full Board or the CCR committee at a meeting convened for that purpose.

367. The following factors should be taken into account in selecting a dispute resolution process –
(a) time available for the resolution of a dispute: Formal proceedings, in particular court proceedings often entail procedures lasting many years. By contrast alternative dispute resolution (ADR) methods, particularly mediation, can be concluded within a limited period of time, sometimes within a day;
(b) principle and precedent: Where the issue in dispute involves a matter of principle and where the company desires a resolution that will be binding in the future, court proceedings are more appropriate;
(c) business relationships: Litigation and processes involving an outcome imposed on both parties can destroy business relationships. By contrast mediation or conciliation tends to preserve business relationships;
(d) expert recommendation: Where the parties wish to negotiate a settlement to their dispute but lack technical expertise to devise a solution, a recommendation from an expert may be appropriate;
(e) confidentiality: Private dispute resolution proceedings are generally conducted away from public glare; and
(f) rights and interests: It is important to appreciate that adversarial corporate conflict resolution involves the decision maker imposing a resolution of the dispute on the parties after considering the legal principles and rights applicable to the dispute. This procedure results in a narrow range of possible outcomes. By contrast the inquisitorial approach to corporate dispute resolution which involves mediation, conciliation or arbitration allows the parties to consider their current and future needs and interests in fashioning a settlement of their dispute. Accordingly where creative and forward looking resolutions are required in relation to a particular dispute, particularly where the dispute involves a continuing relationship between the parties, mediation, conciliation or arbitration are preferable.

368. To avoid prejudice, resolutions of corporate conflicts however reached should be respected by the parties and implemented expeditiously.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE