292. Disclosure should also include information on –
(a) the performance and evaluation of Board members at Board meetings, the issuance of independent opinions and opinions regarding related party transactions, appointment and removal of directors and senior management personnel and the composition and work of specialized Board committees;
(b) the company’s remuneration policy and directors’ remuneration including –
(i) salary, benefits, bonuses, stock options, and pensions;
(ii) details of fixed component and performance linked incentives along with the performance criteria;
(iii) fees and any other reimbursement or emoluments payable to independent non-executive directors;
(iv) all pecuniary relationships or transactions of non-executive directors;
(v) the total cost of remuneration and expenses of each Board member;
(vi) all balance sheet and off-balance sheet compensation awarded to, earned by,paid to, or to be paid directly or indirectly to, all key members of senior management, including the chief executive officer;
(vii) separate amounts for each of the payment categories – fees, quotas, profits shares and bonuses – received by each director or senior manager; and
(viii) any fixed term contract exceeding four terms of three years each and detailed reasons for extending the contract beyond the twelve year cap;
(c) share ownership pattern of connected parties where the total shareholding is greater
than 5% of outstanding shares;
(d) names of shareholders who own more than 5% of the issued share capital either individually or collectively or directly or indirectly;
(e) the identities of persons who control the company or who have a significant ownership of the company or who, through indirect shareholding such as trusts or other legal devices are linked materially to such persons;
(f) whether the company has complied with this Code during the accounting period and, if the company has not complied, the reasons for the failure;
(g) information or data which a director or any stakeholder of the company is aware of which reasonably indicates that the company is not, or was not, for any part of the accounting period, in compliance with the law or this Code;
(h) non-compliance with any recommendation in this Code with reasons therefore;
(i) any differences between the company’s corporate governance practices and this Code and the reasons for such differences and any plans for future measures to harmonize them;
(j) the percentage of Board members who are independent and the company’s definition of independence;
(k) whether or not Board representation satisfies the requirement to fairly reflect the investment of the minority shareholders in the company;
(l) the name of the company’s external auditors, their leading partner, the profile of their professional team and their claimed and real competencies;
(m) the company’s statement of ethics and business practices for directors and employees;
(n) the pattern of shareholding showing the aggregate number of shares held by –
(i) associated companies or undertakings;
(ii) directors, chief executive officers and their spouses and children and other family members;
(iii) senior executives;
(iv) local and foreign public sector companies and corporations;
(v) banks, development finance institutions, non-banking finance institutions, insurances companies, and mutual funds;
(vi) shareholders with ten percent or more voting rights and how they are related;
(o) a full statement on the responsibilities of the directors; and
(p) relevant balance sheet transactions and the materiality level for disclosure.

293. Every company should disclose to its shareholders and other stakeholders the essentials of its dividend policy, including –
(a) how the company determines the portion of the profits to be paid out as dividends;
(b) conditions for the payment of dividends;
(c) the minimum amount of dividends for each category or class of shares;
(d) the criteria and basic rules used by the Board for making decisions on payment of dividends;
(e) the distribution of net profits;
(f) the procedure for payment of dividends, including time, place and form of payment; and
(g) the reasons for non-payment of dividends, if none were paid.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE