This document discusses corporate governance in Zimbabwe and some of the dilemmas around its application. It begins by noting that Zimbabwe lacks a formal corporate governance code, instead relying on the Companies Act and some provisions from South Africa's King codes. It then poses several questions around whether corporate governance can or should be applied beyond just corporations to entities like state-owned enterprises, NGOs, and universities. The document goes on to discuss traditional governance structures in Zimbabwe and how they relate to modern corporate boards. It provides definitions of corporate governance from several sources and lists some of the major UK and South African codes that have influenced governance practices. Finally, it notes some key issues that governance codes typically address, like board composition and roles.

1. INTRODUCTION
• Corporate governance is premised to be the panacea to the survival of an
organisation. While Western and Eastern countries are far advanced in
terms of the development and implementation of corporate governance
codes, Africa is lagging far behind.
• Zimbabwe does not have CG code (IoD has a draft).
• For corporate governance, Zimbabwe uses the Companies Act Chapter
24:03 and some provisions of codes like the South African Code (King 1, 2
and 3). The historical and iconic Cadbury Code and its successors that led
to the instituting of the UK Combined Code on Corporate Governance are
also a source of corporate governance practices that are used by
Zimbabwean companies.

2. DILEMAS WE FACE
• 1. Is Corporate Governance only to be practiced by corporates?
• 2. Can corporate governance (CG) be practiced in parastatals / State
owned Enterprises?
• 3. Do NGOs require corporate governance?
• 4. Can CG be practiced in universities?
• 5. Is the term Corporate Governance relevant to all sectors?
• 6. Is CG a “cliché” of our time?

3. Is Corporate new to Zimbabwe
• Traditional governance (Dare – The chief’s Board)
• Chief (mambo) – Chairman (Sachigaro) of the court / dare
• Headman (sadunhu / makurukota)
• The mission of the dare is to promote harmony, sharing of ideas,
settling of disputes, sharing resources (minda, proceeds of zunde
ramambo), setting standards of engagement (kudzika mitemo) and
giving counsel to the chief.

4. Focus of Corporate Governance
• Interactions, expectations and perceptions of internal and external
stakeholders of the board (LEADERSHIP).
• What board actors ought to do to optimise board cohesion and
effective performance -leadership.

5. Definition of terms
Corporate Governance
The word governance is derived from the Latin verb gubernare which
means to steer (Ferkins, McDonald and Shilbury, 2008).
The traditional definition of corporate governance given in the
Cadbury Report and Recommendations states that: Corporate
governance is the system by which businesses are directed and
controlled (Cadbury, 1992).

6. CG Definitions cont.
• Sami, Wang and Zhou (2011) see corporate governance as a set of
mechanisms that affect how a corporation is operated and that it
deals with the welfare and goals of all the stakeholders, including
shareholders, management, board of directors, lenders, regulators,
and the economy.
• Brennan and Solomon (2008) define corporate governance as the
system of checks and balances, both internal and external to
companies, which ensures that companies discharge their
accountability to all their stakeholders and act in a socially
responsible way in all areas of their business activity.

7. Sources of good Corporate Governance
• UK’s CG Codes
• Cadbury Report (1992)
• Greenbury Report (1995)
• Hampel Report (1998)
• Turnbull Report (1999, 2005)
• Higgs Report (2003)
• Smith Review (2003)
• UK Combined Code on Corporate Governance (2008)

8. South Africa - Kings Reports
• King 1 (1994) – 2 years after Cadbury Report(1994)
• King 2 (1998)
• King 3 (2009)

9. Sarbanes Oxley Act (2002)
• The Act was precipitated by the Enron collapse in 2001. The Act is a
combination of best practice and the USA Companies Act.
• The only legalised code in the world.

10. Major Issues emerging from Codes
• Corporate governance codes provide structures and prescriptions
which dictate issues like board size, composition, CEO duality,
ownership of shares, committees and board interlocks.
• In our Context
• School/departmental committees (expertise, size, tenure)
• Duality of roles
• Interlocks (belonging to many committees)
• Frequency of meetings
• Mandate of committee