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INSTITUTE OF BANKERS OF
       ZIMBABWE
First Issue 2021   BANKERS MAGAZINE
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Contents
Bank’s digitisation strategy pays off                                    2

Don’t let fraudsters take what is yours                                  4

Understanding concept of force majeure in the wake of
Covid-19 pandemic                                     6

Celebrating women in banking                                             8
                                                                                    a n ' s N o t e
Combating corruption and bribery in the banking sector10

How microfinance can strive and survive under the
                                                                             Chairm
                                                                              MR ADMORE KANDLELA F.I.B.Z.
Covid-19 storm                                                          12   WHY CONTINUING PROFESSIONAL
                                                                             DEVELOPMENT (CPD) IS KEY FOR
Atlas Convention                                                        16   FINANCIAL PROFESSIONALS?

                                                                             Y
One on One with First Capital’s Commercial Director                     18        ou don’t stop learning after you
                                                                                  complete a professional quali-
A guide to the Companies and other Businesses                           20        fication. CPD is about plan-
                                                                             ning, recording, reflecting and act-
                                                                             ing on ongoing learning.

                                                                                Employers often see CPD as a
                                                                             way to get more from their employ-
                                                                             ees. But what they often overlook
                                                                             is how important it is to employee
                                                                             retention especially the millennials.

                                                                                In a survey on CPD, 90% stated
                                                                             that development was essential for
                                                                             a job, and it was found that 40% of
                                 Published by:                               employees who were not presented
                                                                             with opportunities for development
                                                                             in their organization left their posi-
                                            News Worth Knowing
                                                                             tion within 5 years.
                    for the Institute of Bankers of Zimbabwe
                         2nd Floor, Green Bridge South,
                     Eastgate Complex, Harare, Zimbabwe                         The only way to counteract this
                        Web: www.financialgazette.co.zw
                              Tel: (+242) 781 571-9                          is to give your employees the tools
                                                                             needed to understand new prod-
                        EDITOR: MOLINE KHUMALO
                                                                             ucts and technology while building
                  Editorial : Kuda Chideme, Adelaide Moyo                    on prior knowledge.
                           SALES & MARKETING
                        Team Leader: Edwin Vengesa                             Financial institutions cannot
                   Head of Advertising: Shingirai Chirikuutsi
            Sales Executive: Susan Mapininga, Christinah Machaka
                                                                             afford to neglect their employees’
                                                                             development in this day and age.
                               PRODUCTION
                  Head of Production: Kudzai Rushambwa
                                                                             The field is changing by the minute,
               Design: Godfrey Wozhele, Vimbainashe M. Dondo                 and CPD is essential not only for
                      Photography: Freedom Mashava
                                                                             your team to be able to stay on top
     If you have an article and would like it published contact us on
                                                                             of the trends, but for your Bank to
                        Email: moline@iobz.co.zw                             stay relevant as well.
                        IOBZ www.iobz.co.zw

                                                                   1
Bank’s digitisation
                   strategy pays off
       Whilst the negative effects of the Covid-19 pandemic continued to be felt throughout 2020, the bank
      successfully leveraged on its digital platforms to achieve operational efficiencies - Ralph Watungwa

By Adelaide Moyo                                                                                                 wallets, bulk payments and re-
                                                                                                                 mote issuance of debit cards,”

F
      INANCIAL       institutions’                                                                               she said in a statement ac-
      digitisation strategy is                                                                                   companying the bank results
      paying off as the bank-                                                                                    for the year ended December
ing experience moves from                                                                                        31, 2020.
the brick-and-mortar business                                                                                        CABS said it witnessed
model, with several banks re-                                                                                    an increase in the adoption of
cording an increase in income.                                                                                   various digital channels which
    The devastating Covid-19                                                                                     include the USSD platform,
headwinds and the need for                                                                                       mobile app, POS channels
technological      advancement                                                                                   and internet banking during
has forced Zimbabwean com-                                                                                       the year ended December 31,
panies to accelerate digitisa-                                                                                   2020.
tion.                                                                                                                “The society’s investments
    NMBZ Holdings Limit-                                                                                         have also allowed us to re-
ed’s (NMBZ) continued its                                                                                        main at the forefront in terms
aggressive drive to leverage                                                                                     of POS channels and efforts
on digitisation of its services,                                                                                 are underway to improve our
with fees and commission in-                                                                                     strong foundation. Cybercrime
come increasing 835 percent                                                                                      continues to be a major risk
to $815,54 million for the year                                                                                  to the banking sector and our
ended December 31, 2020                                                                                          clients. To minimise the risk
from $87,24 million.                                                                                             to our clients, the society em-
    Resultantly, the group re-                                                                                   barked on an exercise to issue
corded a 499 percent year                                                                                        bank cards with chip and pin
on year growth in revenue to                                                                                     functionality,” Mehluli Mpo-
$1,44 billion in the full year       livery channels and electronic               StanChart recorded a prof-     fu, CABS’ managing director,
from $250,77 million in the pri-     banking (e-channels), market            it of $190,4 million during the     said.
or period bolstered by strong        growth in the loan book and             year ended December 31,                 EmpowerBank said dig-
performance in the digital           foreign currency generation             2020 compared to a restated         ital channels continue to be
banking platforms.                   strategies.                             loss of $1,5 billion in the pre-    critical, especially with the
    NMBZ said its digital strat-         “Non-interest income in-            vious year.                         Covid-19 pandemic, and the
egy was launched at the most         creased remarkably by 802                    “Whilst the negative effects   microfinance bank will be in-
opportune time as it has been        percent in historical cost terms        of the Covid-19 pandemic            vesting more in these chan-
instrumental in driving busi-        to $496,3 million from $54,9            continued to be felt through-       nels.
ness within the Covid-19 in-         million achieved in the prior           out 2020, the bank successful-          First Capital Bank (FCB)
duced circumstances.                 year. This growth was on the            ly leveraged on its digital plat-   commercial director, Mute-
    “The bank has recorded           back of increased transac-              forms to achieve operational        mwa Ushewokunze, recently
significant growth, expan-           tional volumes on our digital           efficiencies,” Watungwa said.       said the financial institution is
sion and improvements on its         banking platforms, supported                 Nedbank Zimbabwe (Ned-         constantly working to contin-
digital platforms and this has       by increased investment in our          bank) said digital technology       ually enhance its processes
resulted in enhanced service         digital infrastructure,” he said.       investments it made in 2020         through digitisation.
delivery,” NMBZ said.                    Total income from POS               put it on a solid foundation.           “As the industry faces a
    Agricultural Bank of Zim-        machines for the year 2020                   Sibongile Moyo, the bank’s     wave of innovation, it is fair to
babwe (Agribank), now the            accounted for 40 percent of             managing director, said the fi-     predict a future comprising of
Agricultural Finance Compa-          total non-interest income.              nancial institution made huge       branchless or tech-only offer-
ny Holdings’ profit before tax           Ralph Watungwa, Standard            strides with financial technolo-    ings, over and above digital
increased by 1 086 percent to        Chartered Bank Zimbabwe                 gy partners during the year, to     driven money transfer options
$569,1 million during the year       (StanChart) chief executive             enhance delivery channels for       already seen in the market-
ended December 31, 2020              said in the Consumer, Private           products and services.              place today,” he said.
from $47,9 million in the prior      and Business Banking (CPBB)                  “Digital enhancements in-          “We are working on various
period.                              segment, 95 percent of cus-             creased mobile banking and          projects that are very close to
    Elfas Chimbera, the bank’s       tomer transactions are done on          online internet banking capa-       market launch and will signifi-
chief executive, attributed the      non-branch channels, which is           bility, adding multi-currencies,    cantly increase user experi-
profitability on improved reve-      a significant shift compared to         online onboarding of new            ence on our platforms across
nue contributions from ICT de-       the past few years.                     accounts, transfer to mobile        both retail and commercial.”

                                                                         2
3
Don’t let fraudsters
              take what is yours

By Lucas Chirume

I
  N TODAY’S digitally driven world where
  financial technology such as dual cur-
  rency ATMs, mobile banking (USSD), on-
line banking, mobile banking applications
and debit cards which banks are offering
to increase customer convenience, fraud-
sters have also relentlessly increased their
levels of sophistication to manipulate and
cheat people of their hard earned funds.                      Romance scams                      ming, swapping of cards and the trapping
To effectively deal with the risks, both            Fraudsters pretend to court victims on       of cards inside the ATM. Once details are
banks and clients need to collaborate in        dating sites, but never meet them. They          stolen there are various ways funds are
the fight against fraud.                        then request money for things like medi-         then used.
    There are many types of financial fraud     cine or travel. The money is paid into an                     Counterfeit cards
that individuals need to look out for, one      overseas account and immediately with-               Fraudsters will produce a counterfeit
of them being payment fraud also known          drawn, making it difficult to recover.           card based on your card details to make
as payment scams. Payment scammers                              Money mule                       unauthorised face to face purchases
target victims by deceiving them into               Scammers ask victims to receive or           where Chip & PIN technology has not yet
spending or receiving money. They target        transfer funds for a small fee. It sounds like   been rolled out and merchants and issu-
their victims using phones, emails, text        easy money but by agreeing, you may be           ers continue to rely on magnetic stripe.
messages, social media and advertising.         unknowingly laundering criminal revenues               Card not present transactions
Payment scams can come in many differ-          and participating in crime. Never agree to           Fraudsters make unauthorised pur-
ent forms, with the most common being:          transfer money for people you don’t know.        chases over the internet, phone or mail
            Advance-fee scam                                Boiler room scams                    using card details from a lost or stolen
    A request for upfront payments be-              These are hard sell tactics that pres-       credit/debit card or card details.
fore a prize is released. You first receive     sure you to invest in high-return bonds/                      Account takeover
a call informing you that you have won a        shares offered for a very limited period.            Where a fraudster assumes your iden-
prize. Before receiving the prize, you are      Investment funds are transferred to an           tity on your existing card/account to make
required to pay the courier, processing         offshore account, never to be seen again.        purchases and transact.
and customs fees. Payments are usually          Sometimes fraudsters will create fake                Fraudsters are always devising new
to an overseas account but after these          bonds using the name of a real company           ways to scam unsuspecting people. Al-
payments are made, the prize remains            ― but that company has no connection at          though as banks we will continue to de-
elusive. This scam is also known as the         all with the bonds.                              ploy fraud prevention mechanisms, the
‘419 scam’.                                               Debit/credit card fraud                best safeguards will always be the good
            Fake emergencies                        Another common type of financial fraud       judgment and vigilance of you, our valued
    This could be a social media post of a      is debit/credit card fraud. Card fraud tar-      clients.
child requiring funds for critical surgery or   gets victims by firstly stealing their card          To learn more about the various types
a call pretending to be from the hospital or    or its data: name, number, expiration date       of fraud and how to protect yourself, visit:
police informing you that your relative has     and CVV number then spending the avail-          https://www.sc.com/en/about/fighting-fi-
had a life-threatening accident and needs       able funds as soon as possible. Fraud-           nancial-crime/#fighting-fraud.
a cash deposit before a life-saving medi-       sters get these details online via malware,      � Chirume is Head, Consumer, Private
cal procedure is undertaken.                    phishing emails or sometimes in person           and Business Banking, StanChart.
                                                at ATMs by shoulder surfing, card skim-

                                                                      4
5
Understanding concept of force majeure
     in the wake of Covid-19 pandemic
By Rumbidzai Mukarakate
LLBS (UZ) AIBZ

F
      ORCE majeure is a French term which
      can be translated to mean “greater
      force.” The concept was explained in
the case Flamman and Company v Koks-
tad Municipality 1919 AD 427 where Solo-
mon ACJ stated that if a person is prevented
from performing his contract as a result of an
event that the parties could not have antici-
pated or controlled, he is discharged from li-
ability. This was further buttressed in the case
of acting Minister of Industry and Anor v
Tanaka Power (Private) Limited 1990 (2)
ZLR at 208 where it was stated that the gen-
eral rule in our law is that if as a result of vis
major or other supervening physical or legal
act performance of a contract has become
impossible through no fault of the debtor,
the obligations under the contract are extin-        national lockdown is in force.                    [2015] ZWHHC 660 it was explained that
guished. The Covid-19 pandemic has made                   This means that for a contract that re-      force majeure “will not avail the defendant
it difficult for parties to a contract to perform    quires physical attendance of the parties the     if the impossibility is self-created, nor will it
their obligations mainly due to the lockdown         lockdown can be considered as force ma-           avail the defendant if the impossibility is due
imposed by the government. It is therefore           jeure. However, if the parties fall under the     to his or her fault.” The courts will look at the
important to assess if the Covid-19 pandem-          “essential services” providers then the force     circumstances of the case for example the
ic can be described as force majeure and as          majeure concept cannot be invoked since           date on which the contract was entered into
such extinguish obligations under contracts.         the parties will not be affected by the nation-   vis-a-vis the time when the pandemic broke
The courts respect the doctrine of sanctity of       al lockdown and they can still perform their      out. A contract entered into in the middle of
contract and as such they are not quick to           contractual obligations. For example, banks       the pandemic cannot be treated in the same
invoke the doctrine of force majeure. In or-         will not be exempted from performing their        way as a contract concluded way before the
der for them to invoke the concept of force          contractual obligations in a contract that re-    pandemic. Each case will depend on its own
majeure the courts look at the nature of the         quires physical attendance because Statu-         merits.
contract, the relation of the parties, the cir-      tory Instrument 200 of 2020 Public Health                  Nature of the impossibility
cumstances of the case and the nature of the         (Covid-19 Prevention, Containment and                  The nature of the impossibility can either
impossibility.                                       Treatment) (National Lockdown) (Consol-           be temporary or permanent impossibility. A
    In the case of Firstel Cellular (Private)        idation & Amendment) Order, 2020 defines          temporary impossibility arises where the ob-
Limited v NetOne Cellular (Private) Limited          essential service to include “banking insti-      ligations of the contract can be fulfilled after
[2015] ZWSC 01 it was held that;                     tutions, bureaux de change, money transfer        the obstacle is eliminated. If the obligations
    It is trite that the courts will be astute not   services.”                                        in a contract can still be performed after the
to exonerate a party from performing its obli-                 Relationship of the parties             disease is eliminated then the impossibility
gations under a contract that it has voluntarily          The relationship between the parties is      can only be a temporary one. On the other
entered into at arm’s length. Thus, the sus-         also important when deciding if an event can      hand a permanent impossibility arises where
pension of a contractual obligation by dint of       be classified as force majeure. For instance,     the obligations of the contract cannot be ful-
vis major or casus fortuitous can only be al-        if the parties are debtor and creditor the per-   filled even after the obstacle is eliminated.
lowed in very compelling circumstances. The          formance of the contract may be postponed         The courts will look at the nature of the im-
courts are enjoined to consider the nature of        until the effect of the disease is eliminated.    possibility to conclude if the concept of force
the contract, the relationship between the           However, in some cases the contractual re-        majeure can be applied.In order to conclude
parties, the circumstances of the case and           lationship may become extremely intolerable       if the Covid-19 pandemic can be classified
the nature of the alleged impossibility.             for the parties due to the indefinite duration    as force majeure the courts look at the nature
           The nature of the contract                of the disease. In situations like these the      of the impossibility, the circumstances of the
    The courts will look at the nature of the        disease may be accepted as permanent              case, the relation of the parties and the na-
contract to see whether the doctrine of force        impossibility. With the hyper-inflationary en-    ture of the contract. The Covid-19 pandemic
majeure can be applied. For instance if a            vironment in Zimbabwe, performance of a           has proved to the bankers that it is important
contract requires physical attendance for it to      contract under the debtor-creditor relation-      to include force majeure clauses in contracts
be performed then the imposition of a nation-        ship may be classified as a permanent im-         and that the force majeure clause must in-
al lockdown by the government due to the             possibility as the money will be continuously     clude pandemics like Covid-19. This is so
Covid-19 pandemic can be viewed as force             losing value for the duration of the pandemic.    because the law is clear that no term will be
majeure. Statutory Instrument 10 of 2021                       Circumstances of the case               implied into a contract as parties have free-
Public Health (Covid-19 Prevention, Con-                  The event that constitutes force majeure     dom to contract. It is therefore important to
tainment and Treatment) (National Lock-              should take place outside the control of the      pay attention to what is included in the force
down) (No.2) (Amendment) Order 2021                  parties. It should not be possible to foresee     majeure clause when drafting contracts.
(No.9) imposed a national lockdown in a bid          the event at the date of commencement of
to curb the spread of Covid-19. It states that;      the legal relationship or to predict that the     Rumbidzai Mukarakate is a legal practi-
    Notwithstanding anything to the contrary         concrete effect of the event should be so         tioner registered with the High Court of
in this order, for a period of 30 days with ef-      great if the event is foreseen. In the case       Zimbabwe and an associate of the Insti-
fect from the 3rd January, 2021, a Level IV          of Chinyakata V Crystal Cabs and Anor             tute of Bankers of Zimbabwe.

                                                                           6
7
Celebrating women
                 in banking
By Dr Sibongile Patience Moyo                  In the local banking indus-

F
                                               try women constitute 42,7
      INANCIAL intermediation services of-     percent of bank employees,
      fered by banks play a significant role   with three quarters occupying
      in most economies, with value-added      non-managerial roles, and with
contribution to gross domestic product         three out of every 10 executive
ranging from five to 15 percent, and corre-    committee roles being held by wom-
sponding impact on employment.                 en.
    The core of the inclusion agenda is            Over the last two decades there
achieving gender equality and empower-         have been five women CEOs of com-
ing all women and girls under sustainable      mercial banks under the BAZ. When
development goal number 5 of the 2030          we conduct a deep dive into the com-
United Nations Agenda for Sustainable          position of bank executive commit-
Development.                                   tees, we find even fewer women in
    Globally, women make up 52 percent         the high-powered roles dominating
of banking sector employees thus portray-      value on the balance sheet and
ing a picture of equal representation.         with potential for ascension to the
    Unpacking this simple statistic reveals    chief executive role.
a funnel effect where women average 38             This picture reflects exclu-
percent of middle management and 16            sion of women from real de-
percent of bank executive committee            cision-making influence in
members, according to Professor Michel         financial institutions and
Ferrary’s 2018 Gender Diversity in the         accentuates inequality.
Banking Industry report.                           With automation
    The study examined the female rep-         and        digitalisation
resentation of 71 banks in 20 countries        trends, women who
and found that women in the global bank-       dominate frontline re-
ing sector are faced with a ‘double glass      tail and customer service
ceiling’ effect where, of those who reach      roles may become casual-
middle management, far fewer are able to       ties of optimisation initia-
ascend further to executive roles.             tives, further reducing their
    The phenomenon is slightly reversed        representation if we do not
on bank boards of directors where women        choose to challenge and
are better represented due to quota-based      lead inclusive change. What
diversity standards imposed to mitigate        can we do to achieve a gen-
risk.                                          der balanced banking indus-
    These standards observed on boards         try following the recruitment
of prominent banks are a result of numer-      process, which at the outset
ous studies that portray women as less         should be conscious about gen-
likely to gamble with assets.                  der representation?
    Notably, women were conspicuous                We have to be intentional about
by their absence from the leadership of        mentoring, sponsoring, coaching and
the worst offending firms during the 2008      exposing young professional women
global financial crisis.                       to networks that will build their career
    The 2020 edition of the Oliver Wyman       prospects progressively.
Women in Financial Services report shows           We have to be intentional about
positive strides in inclusion, with 20 per-    co-creating career paths that lead to in-                              growth
cent representation of women on execu-         clusion of high potential women in senior                  as they navigate vari-
tive committees and 23 percent on boards.      executive roles within the core business of   ous stages in family life.
    However, this masks the nuance that        the bank and with leadership span of con-         We need to set internal goal com-
only six percent of the chief executive of-    trol, away from the old preserve of women     mitments for gender inclusion and career
ficers (CEOs) of the largest global finan-     in enabling functions and corporate ser-      mobility and measure these whilst being
cial service firms are women and that the      vices.                                        held accountable for their performance at
largest global banks are led solely by men.        With the increasing dominance of          management and at board level. Finally, as
In South Africa, home to the largest banks     technology in banking we must spon-           women we must lead from the front and
in Africa, there are currently no women        sor, mentor and coach women in STEM           role model by raising the voice and visibili-
amongst incumbent bank CEOs, with two          programmes to generate a pipeline of          ty of fellow women in financial institutions,
women having been at the helm of South         women with technology skills and lead-        thereby giving them currency and creating
African banks in the last decade.              ership efficacy and confidence to lead        tangible succession.
    Within the Bankers Association of Zim-     banks.
babwe (BAZ) stable of 17 financial institu-        With the new ways of work character-      ● Dr Moyo is Managing Director of
tions ― 13 commercial banks, two build-        ised by changed management styles, flex-      Nedbank Zimbabwe. She is also the
ing societies, one savings bank and one        ible work hours and remote working we         Vice Chairman of Council of Institute of
infrastructure development bank ― we           find retention and inclusion opportunities    Bankers of Zimbabwe.
currently have one woman-led institution.      for women by reducing barriers to career

                                                                   8
9
Combating corruption and
bribery in the banking sector
By Canaan Dube                                                                                       what he is doing. Much more importantly

C
                                                                                                     he must surround himself with people who
        ORRUPTION can be defined as the                                                              know what they are doing. Skills set must
        betrayal of trust, fiduciary                                                                 involve qualification, experience and the to-
        responsibility and stewardship or the                                                        tal person concept.
abuse of public office and entrusted power                                                                             COURAGE
for personal and/or private gain based on                                                               A commitment to sit down at the nego-
bias.                                                                                                tiating table and talk. Courage in the busi-
   “Official corruption...thrives on darkness                                                        ness leadership sense is not bravado. It
and invisibility. It is anonymous and immea-                                                         means taking a position even if it makes
surable. It is rooted in the very human vices                                                        one unpopular. Is where fear has said its
of greed and lust for power through wealth...                                                        last prayers – Karl Bath, theologian. Doing
defying...normal approaches to definition                                                            what you are afraid to do. There can be no
and measurement ... Corruption is colour-                                                            courage unless you are scarred. Willingness
less, shapeless, odourless, collusive, secre-                                                        to take risk. 3 Is Independence, Integrity,
tive, stealthy and shameless. Even when it           vation through efficient information technol-   Intuition
is pervasive, it still retains these qualities. It   ogy (IT) systems to minimize human contact                    INDEPENDENCE
often leaves no trail but that impressed in          and combat corruption.                          Independence of the actors in the bank-
human minds, memories and perceptions”               Paradoxes faced by the banking sector           ing sector – what does it mean?
    Constanze Bauer in an article entitled           actors                                             o Institutional independence - test
“The disease called corruption” and quoting          Banks may be receivers and custodians of           o Doctrine of separation of powers.
with approval Guyden Dwivedi and Jabbra              illegal money often without being aware.           o Material commercial and other rela-
2001.                                                When aware, the choice is between the eth-      tionship test.
Exploring link between corruption and                ical duty to customer confidentiality (bank-       o Time – 12 years; 9 years – familiarity
corporate governance                                 ing code) and to obey the law (statutory and    breeds contempt.“But remember the great-
   Governance, derived from a Latin word             judge made).                                    est threat to independence is poverty and
“gubenare” meaning “to steer”. Gabrielle             Know Your Customer (KYC) is it a fool-          lack of resources”
O’Donovan defines corporate governance               proof answer?Does this address all the ten-                       INTEGRITY
as “…an internal system encompass-                   sions and contradictions in the paradox of         An effective leader must be a person
ing policies, processes and people which             choice?                                         of high personal integrity, i.e. knowing the
serves the needs of shareholders and other           Approaches to tackling corruption               difference between right and wrong and
stakeholders, by directing and controlling             Holistic, shies away from a silo and regi-    having the guts to do the rights thing.Per-
management activities, with good busi-               mented one. But is micro-cosmic and not         sonal integrity is a child born out of three
ness savvy, objectivity, accountability and          macro-cosmic. Takes an inside out and not       (3) parents – humility, honesty and trustwor-
integrity…”. Good governance is a process            outside in approach. Takes a root cause         thiness.
whereby public institutions (through peo-            analysis.Begin with the end in mind.                              INTUITION
ple) conduct public affairs, manage public               “Corruption is people, nothing more,           Based on the hunch ― what your con-
resources and guarantee the realisation of           nothing less. People – you and me are           science tells you first is right.Very important
human rights “…without abuse and corrup-             the medium through which corruption             quality.
tion and with due regard to the rule of law”         breeds, thrives and spreads”. The mag-                          CONCLUSION
(NDS1 paragraph 639).                                ic formula , 3 Cs AND 3 IS. What should            Corruption is not beyond us in the bank-
   In combating corruption, focus should             be done C&B in all their forms should be        ing sector. We have to tackle it head on -
be on people and not on how to perfect               reduced substantially (SDG 16.5). The Con-      root, trunk and branch. We must start where
systems, structures, rules, laws, which gov-         stitution of Zimbabwe section 9(1) obliges      it all begins - the me, the you and the us
ern and regulate banks. Focus on people              public officers to “expose, combat and          actors in the banking sector. That way we
should be on who they are and what they              eradicate all forms of corruption”.             go some way in preventing, combating, re-
do because what they do derives from who                 The magic formula: 3Cs, character,          ducing and eliminating it. All that starts well
they are.                                                competence and courage.                     should end well and vice versa. The word
History and evidence of corruption in                                 CHARACTER                      “begin” is magic. Proper recruitment of
Zimbabwe                                                 To be able to prevent, eliminate, combat    functionaries of the banking sector is at the
   According to Transparency Internation-            and reduce C&B you must be a person of          heart of any strategy to prevent, eliminate,
al (TI) Zimbabwe the country’s corruption            good character, who knows the difference        combat and reduce corruption. However,
index averaged 22 (0 implies a highly cor-           between right and wrong and who has the         the recruitment process must be robust,
rupt country while 100 means a less corrupt          guts to do the right thing.Doing things con-    transparent, open and inclusive in nature.
country) between 1998 and 2018.                      sistently in accordance with espoused val-      Above all it must be aligned to the magic
   The Zimbabwe National Anti-Corruption             ues — words and actions must match.             quality formula of 3Cs and 3Is.
Strategy (202-2024) points to human con-                             COMPETENCE                         Canaan F Dube is the Founder and
tact as the primary cause of corruption.                 A good and effective fighter of corrup-     Chairman of Quality Corporate Gover-
   As a result, there has been calls for inno-       tion must be competent — he has to know         nance Centre

                                                                         10
nbs

11
How microfinance can strive and
      survive under the Covid-19 storm
M
        FIs have had a taste of change        perative for the sector to consider this     user id increasingly important for the
        on responding to the Covid-19         transformation seriously is important.       development of financial services mod-
        pandemic, moving rapidly from             There are various challenges associ-     els. Since MFIs have long struggled with
face-to-face models to incorporate re-        ated with digital transformation but there   digitising and managing customer data,
mote services functions. Many have un-        are also some opportunities presented        their ability to gather and use relevant
derstood that complacency is no longer        by this digital transformation. To adapt     data is central to implement the changes
an option. The trick will be to maintain      and survive in this new economy, microf-     required to be more competitive, form a
the momentum. Opportunities to survive        inance must play its role in various ways    risk-based pricing to effective credit risk
business such as digital transformation       to support the inclusive finance ecosys-     management, form new product design
is a continuous journey of adapting and       tem. The microfinance sector must also       to customer relationship management,
changing, so it is worth investing In the     invest in understanding its customers by     from improving operational efficiency
skills and knowledge to do it now and         focusing on issues like financial health     to growing the portfolio over time. The
well into the future.                         after accessing micro-loans. It should       longer it takes to build these capabili-
         Microfinance in Covid-19             demonstrate and invest in its under-         ties, the further the MFIs will fall behind
    A look at the economic downturn un-       standing of the real social structures of    in competition and surviving after the
der Covid-19 shows that it has become         its customers at the lower end of the        storm.
evident that its not going to be a once-      food chain and invest in supporting their    • Product diversification - MFIs ei-
off shock, but rather a rolling series of     real social income structures to support     ther need to broaden the services they
crises for the following months and           the inclusive finance ecosystem.             offer in a way that meets customers’
even years to come. The disruption and            Key focus areas:                         demands and enhances loyalty or find
uncertainty caused by this pandemic           • Financial health after accessing mi-       a way to make services of third parties
on the country’s economy is worrying.         cro-loans.                                   available without losing the customer re-
However, this comes with the motivation       • Investing in microfinance customers’       lationship. However, to achieve this goal
to implement solutions that are adaptive      social structure.                            they need better data, as well as more
to this economic behaviour in the microf-     • Investing in real social income gen-       robust back-office capabilities and tech-
inance sector. Our focus should shift         erating schemes to support inclusive         nology skills.
away from immediate liquidity needs           finance                                              How to appreciate digital
and damage control to build a robust                  Lessons learnt from digital                         transformation?
and more resilient microfinance sector                        transformation                   To effect business process reengi-
for the future.                               • Channels - one of the most import-         neering, which is change process, it
     How do we build back to perform          ant insights for microfinance during the     will involve more than just investing in
                  better?                     pandemic is the need to find new ways        technology for digitisation and business
    We have noticed the surge of the          to reach and interact with customers.        transformation after Covid-19. There
fourth industrial revolution in the banking   People value convenience and services        is need for several conditions to be in
sector where digitisation is the driving      that reflect their needs and alternative     place for an MFI to at least consider un-
force to reach our customers and pro-         channels to access and receive services      dertaking digital and business transfor-
vide services during these strange times.     during the pandemic are ideal. For ex-       mation.
Digital technology presents a challenge       ample, agent networks, remote cus-               • Understanding new custom-
to the traditional microfinance, and this     tomer on boarding and enhanced use           er needs - an MFI should ground its
has been going on for some time. Unfor-       of call centres. This can be achieved by     transformation in a solid understanding
tunately, the pandemic has accelerated        integrating with the larger platforms or     of what customers need and are willing
this process and the microfinance sector      building an organisation’s own channels.     and able to pay for. This should be chief
must respond. A presentation of why we        If implemented, it has the added benefit     among the foundation of its long-term
should invest in digital transformation of    of lowering costs and expanding reach.       vision and will ensure that core custom-
traditional microfinance and why it is im-    • Use of data - data collection and          ers stay with the MFI as it grows. MFIs
                                                                                                              ..continued on page 14

                                                                 12
13
How microfinance can strive and survive under the Covid-19 storm..continued from page 12
have been characterised by a business         hoods and low-income earners of the         did before the pandemic. Thus, without
model that is simple and easily replica-      economy. The lockdown measures              repayments and savings, savings groups
ble, but successful MFIs have for most        which include closing schools, imposing     will not be able to function, leaving pos-
part succeed by evolving over time to         a curfew, restricting movement between      sible MFI customers without even these
match their customer’s needs and aspi-        the capital and the rest of the country,    informal financial services.
rations.                                      and closing borders. These measures,             How can MFIs survive in this tur-
    • Clear strategy - a clear idea on        besides protecting public health, had            bulent economic environment?
where the MFI wants to go allows the          unprecedented direct and devastating            By adopting digital transformation
organisation to outline its business plan     economic impact on livelihoods, par-        and adjusting the skills structure in the
and technology changes required to            ticularly for the most vulnerable subsis-   MFIs, survival becomes possible. These
get there. The strategy is influenced by      tence segments in rural areas and the       institutions can collect data to analyse
a technology solution for the business        low-income earners.                         customer expectations, social develop-
model that can survive competition.                   What most MFIs customers            ment influenced by micro-loans and un-
    • Commitment and focus - digital                            face today?               derstand the social structural challenges
or business transformation is a massive          • Limited role for formal financial      their customers face today. Ultimate-
exercise in change management and re-         services - formal financial services in     ly understanding the financial health
quires significant commitment from the        Zimbabwe would not be of much imme-         of their customers after accessing the
loan officers all the way to the executive    diate help because there is a low rate of   loans will influence development of ad-
management on what the business or-           financial inclusion in rural areas. A few   equate and reliable products that can
ganisation is doing and why. It makes it      people in Zimbabwe have acceptable          change lives and have takers to keep on
very hard to enact change. In addition,       formal financial account activity for ac-   generating revenue for business surviv-
the organisation culture plays a big role     cessing loans. Most of the low-income       al.
in this. MFIs should have a focused and       earners and rural poor are excluded from        Digital transformation and change
an adaptive approach that enables ad-         formal financial services and acceptable    management and strategy will allow the
justment and improvement to achieve           credit facilities from MFIs and this can    MFIs to survive in this turbulent eco-
real transformation and achieve their         be an opportunity for MFIs.                 nomic environment.
goal.                                            • Savings groups severely strained           Key areas to develop and improve
    • Skills - adequate digital skills be-    or suspended - savings groups are well      include:
come a necessity when an organisation         established in low income earning and       • Understand the current Inclusive fi-
adopts digital transformations. However,      rural societies in Zimbabwe and most-       nance ecosystem.
this is often lacking in many MFIs.           ly among women. However, this long          • Lessons learnt from financial inclu-
    Thus, having core staff with an ability   standing social financial mechanism has     siveness in social structure.
to assess technology-driven solutions         been deeply affected by the pandemic        • Lessons learnt from financial health
and guide their adoption will be import-      and it will be a challenge to keep sav-     after accessing micro-loans.
ant, and these skills are scarce and ex-      ings groupings running. Curfews and         • Why microfinance should invest in
pensive. It is also important to note oth-    lockdown measures make it difficult to      social structures of the poor.
er requisite skills that may be affected by   have regular, in-person meetings to col-    • Why microfinance should invest in
a transformation, including risk manage-      lect savings, disburse loans and make       real social income generating structures.
ment, treasury, and core IT skills.           repayments. The biggest challenge in        •
       Microfinance customers chal-           this economy is that group members will     Prepared By:
   lenges to meet financial needs in          struggle to repay what they owe accord-     Prince Hita, Information Systems Re-
       Covid-19: Rural livelihoods            ing to agreed amounts and deadlines. In     search Associate CDFE, CEH, MSc &
    The pandemic has further strained         addition, they will also struggle to save   BSc Information Systems
many aspects of the poor rural liveli-        at the same level and frequency as they

                                                                14
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                                       15
Atlas Convention
          Hosted on an artificial intelligence driven platform, the annual event
            essentially ushered Zimbabweans to the world’s biggest online
                                   business community

T
     HE annual Atlas Convention brings         areas that shape Zimbabwe’s Innovation          novations and interventions will enable
     together government, the private          journey among globalising economies of          all economic sectors to accelerate the
     sector and academia, converg-             the world.                                      pace of achieving the Vision and Agenda
ing experts from all economic sectors              The Atlas Convention 2022 series will       2030. More importantly, this will enable
to further open up and enhance the in-         focus on commercialisation of Africa’s in-      increased production and productivity in
novation space by fostering economic           novation as its theme, with a continental       agriculture and agro-based industries.
development through innovation driven          scope and will focus on bankable initia-        Zimbabwe has embarked on its digital
and private sector led economic trans-         tives drawn from the different econom-          transformation journey by an ambitious
formation.                                     ic sectors through the Atlas innovation         Agritech initiative to commercialise ru-
    The 2021 inaugural series was suc-         challenge. Zimbabwe is aware that the           ral homesteads, transforming them
cessfully held under the theme “Igniting       continent is facing an enormous future of       into productive business units.
       Infinite Possibilities”.                possibilities in our rapidly evolving digital   This will trigger an
                 The nation is moving to       world. New innovations and facilities
                    reopen the economy         emerge across the horizon
                                               with each passing

                                                                                                                              agriculture
follow-                                                                                                                  revolution that
ing the lockdowns due to the                                                                                            will allow us as a
prevailing pandemic to create path-                                                                                 nation to mass pro-
breaking initiatives for people to safely                                                                          duce, mass process
engage in business in the new normal.                                                                            and mass consume as
Hosted on an artificial intelligence driven                                                                     we innovate in the agri-
platform, the Atlas Convention essential-                                                                      culture value chain.
ly ushered Zimbabweans to the world’s                                                                             The        cross-sector
biggest online business community,                                                                          adoption of the innovation
with some of the key features including        year. Gov-                     ernments,        driven and private sector led economic
an annual traffic of +55 million business      companies, and individuals must adjust          transformation is drawing stakeholders
event goers and +5.2 million subscribed        to this new reality as emerging technolo-       from local and international universities
businesses across the world. Attend-                                                           in the academia, private sector and in-
ees came from +30 countries and from               “To harness these                           dustry players and well as governments.
diverse economic sectors, among them               benefits, we have to                        This initiative’s ecosystems will in turn
organisations like the Pan African Cham-                                                       translates to improved production, pro-
ber of Commerce, ZNCC, CZI, the Unit-              develop technological                       ductivity and efficiency primarily in the
ed Nations, Emirates Aviation University           innovations and apply                       agriculture sector.
and the Cape Peninsula University.                 tools that accelerate                            To harness these benefits, we have
     The rest of the year 2021 will be lined       agriculture productivity                    to develop technological innovations
up with sector specific innovation series                                                      and apply tools that accelerate agricul-
that include Sustainable Development               and efficiency nationally...”               ture productivity and efficiency nation-
Goals (SDGs), Banking and Finance,                                                             ally, regionally and globally. Zimbabwe,
Mining and bridging industry and aca-          gy become the foundation of our every-          however, has much more to offer and
demia as well as international collabo-        day activities.                                 gain from the Atlas Convention towards
ration. These sector specific innovation          Agriculture, as one of the key focus         the attainment of an upper middle-class
events will seek to dwell deeply on key        areas has not been spared as ICT in-            society.

                                                                   16
Refrigeration &
     Refrigeration
     Air           &
         Conditioning
     Air Conditioning
     Service & Repair
     Service & Repair

17
ʻThe time to innovate is nowʼ
     Seasoned banker, Mutemwa Ushewokunze (MU), was recently appointed First Capital Bank (FCB)
   Commercial director. Our Editor, Kuda Chideme (KC) sat down with him to get some insight of the bank’s
               operations and strategies going forward. Below are excerpts of the interview.
What is your assessment of                                                                               adapt, and I believe we are re-
the state of the country’s                                                                               sponding.
banking sector?                                                                                              Regulation: This remains
    The banking sector land-                                                                             a critical challenge as compli-
scape in Zimbabwe is highly                                                                              ance and associated costs in
competitive especially when                                                                              meeting Basel and other do-
one considers the number of                                                                              mestic rules requires a signif-
deposit-taking institutions in                                                                           icant allocation of resources.
the country. One might go as                                                                                 Customer expectations:
far as to argue that perhaps                                                                             Today’s customer is more in-
the economy is over-banked,                                                                              formed than ever before and
which may lead to cannibali-                                                                             expects a high degree of per-
sation amongst market play-                                                                              sonalisation and convenience
ers. In addition, the banking                                                                            in their digitised banking ex-
offering in some contexts is                                                                             perience over and above a
very one-dimensional and ge-                                                                             high sensitivity to costs. As
neric, with limited differentia-                                                                         the digital migration occurs
tion and intermediary partic-                                                                            commensurate attention to
ipation. Notwithstanding, the                                                                            detail is required to balance
desire to innovate is not lack-                                                                          the needs of the old and the
ing, as a highly fluid operating                                                                         new customer. In conclusion
environment can only result in                                                                           the digital move raises secu-
advancement. It is encourag-                                                                             rity risks as we are required
ing to see that despite risk and                       Mutemwa Ushewokunze                               to ensure that measures are
volatility concerns foreign par-             Commercial Director, First Capital Bank Limited             in place to ensure safe custo-
ticipation remains ever pres-                                                                            dy of not only money but also
ent. As First Capital we par-       driven money transfer options     Other risks we may face are as     personal information.
ticipate in this alongside other    already seen in the market-       follows;                               The central bank has
banks, which is important for       place today.                            Increased competition:       expressed concern over
the diversity of the industry.          The banking landscape         Fintech is targeting the most      low loans-to-deposits ra-
The presence of microfinance        is changing at a rapid pace,      profitable areas in financial      tios among local banks, are
institutions, and development       with new complexities aris-       services and will divert reve-     there issues that are keep-
banks are also necessary for        ing every other day. What         nue from traditional offerings.    ing banks from lending and
our national economic devel-        would you say is the biggest          Culture of innovation:         what is First Capital Bank’s
opment in serving under-ser-        risk facing the local banking     Manual processes and sys-          current approach to lend-
viced or unbanked groups.           industry today?                   tems are being replaced by         ing?
Most estimates place Zimba-             Policy will always remain     digital solutions — artificial         As an industry we have
bwe’s unbanked population           key as the banking industry       intelligence pops up in most       experienced several ‘non-per-
at between 30-40%, which is         continues to evolve, but our      conversations and it is critical   forming loan’ (NPL) cycles
around the regional average.        greatest challenge is in keep-    that management teams em-          which have had self-fulfilling
As the industry faces a wave        ing pace with global develop-     body a culture of innovation.      outcomes and have deterio-
of innovation, it is fair to pre-   ments and ensuring we remain      Tech-first is no longer a phe-     rated the integrity of the bor-
dict a future comprising of         integrated as technological       nomenon, but rather religion       rower-lender mechanism. The
branchless or tech only offer-      advancements become main-         in global banking and so it        adage, ‘once bitten, twice shy’
ings, over and above digital        stay in the financial sector.     means as an industry we must       perhaps describes the lending
                                                                                 The time to innovate is now...continued from page 20

                                                                  18
19
The time to innovate is now...continued from page 18
attitude of the banking sector and being     cided with good rains which will serve to      and Reverse Billing have recently been
over-cautious is median behaviour. This is   underpin the expansion of the agricultur-      launched to market. Alisa will materially
not likely to change in the near to medium   al sector and perhaps an oversupply of         improve our retail client’s customer expe-
term. For banks, the main consideration is   agricultural produce could create a tail-      rience, our goal is that it becomes a ubiq-
whether they can create economic value       wind for lower inflation. There is a lot of    uitous in-app experience. We have also
in the current environment, and the pres-    preparation going on for this year’s winter    launched Infini-Pay, which is a simple and
ent signals provided by prevailing inter-    crop and producers need to be well fund-       efficient online bulk payments solution for
est rates suggest that risks in the market   ed. Over and above that the economy is         our business customers allowing them
economy remain high.                         opening steadily post the second wave,         to initiate these transactions to accounts
    At First Capital Bank our strategy is    and as the vaccine proliferates, we expect     within and outside First Capital Bank
to broaden our lending strategy into the     a healthy demand for capital into Q2, Q3       Limited. We continue to work on several
SME and Micro-SME space. It is a play on     and Q4. Suffice to say that here at First      exciting projects which we fully expect to
this idea of the “missing middle,” and we    Capital Bank we have a positive econom-        positively shift our customer experience
believe that in our developing economy it    ic outlook in the balance of the year.         journey and make us more competitive in
is these enterprises that form the base of        Our local currency lending is currently   the market.
strong economies. SMEs still need insti-     at c70% to deposit ratio (LDR) whilst our          The Reserve Bank has also raised
tutions that they can trust, but also ones   USD lending has been slower, with both         alarm over poor KYC practices by local
who understand their needs and con-          the bank and customers taking a more           banks, what measures has First Capital
texts, while providing for their financial   cautious approach.                             Bank put in place to ensure diligence?
requirements. We have observed that this          The central bank says there is very           First Capital Bank adheres to best
segment is underserviced and the best        little compliance to laws that require         practice standards of KYC requirements
way to overcome information asymmetry        banks to pay interest on all accounts,         as set out by the regulator. These prac-
issues in the segment is to walk side-by-    is FCB complaint?                              tices fit within the broader scope of the
side with them on their entrepreneurial           Within our organisation we assign in-     banks Anti-Money Laundering policy. We
journey.                                     terest to our bank specific deposit related    are constantly working to continually en-
    What is the current size of your loan    products such as fixed deposits and so         hance our processes through digitisation,
book and how have you managed it in          on. As an industry there are certain issues    which helps in the optimisation of data
the wake of the Covid-19 constraints?        around interest payment issues that are        collection while limiting human error. We
Is the bank also lending in foreign cur-     currently being handled through BAZ and        also acknowledge that KYC is an on-go-
rency?                                       the Central Bank.                              ing process, and we are establishing
    Our loan book has been growing and            Can you give us an insight of the         pathways to ensure that we know our cli-
through the pandemic we have seen lim-       bank’s digital strategy going forward?         ents through the cycle of their relationship
ited impact. You must remember that               We are working on various projects        with us.
there are segments of the economy that       that are very close to market launch               What corporate banking products
continued to function throughout the         and will significantly increase user ex-       should your customer look forward to
lockdowns. In fact, the non-discretion-      perience on our platforms across both          under this period?
ary segment of the consumer economy          Retail and Commercial. First Capital               We are working on some interesting
seemingly accelerated. This has coin-        Bank’s WhatsApp Banking Chatbot, Alisa         products which should be well suited for
                                                                                            the domestic market. Beyond our SME
                                                                                            intentions which have already been ex-
                                                                                            plained, we believe that over the coming
                                                                                            seasons there exists significant oppor-
                                                                                            tunities in the agriculture space, and we
                                                                                            are working on a competitive offering
                                                                                            across several agricultural commodities.
                                                                                            In addition, we have embraced the view
                                                                                            that we have entered a commodities su-
                                                                                            per cycle and therefore small-to- medium
                                                                                            scale mining space will present funding
                                                                                            opportunities. The FMCG value chain
                                                                                            cannot be ignored, and we are curating a
                                                                                            platform that meets this segment’s need
                                                                                            for financing. We also believe that there
                                                                                            is a demand to get creative by leveraging
                                                                                            off both private and public markets in or-
                                                                                            der to raise capital, we believe within this
                                                                                            scope we could find a solution to the lack
                                                                                            of longer-term instruments in the market.
                                                                                                Over and above this our commercial
                                                                                            team has a depth of experience, superior
                                                                                            customer service, and execution capabil-
                                                                                            ities that support our traditional product
                                                                                            offering.
                                                                                                We believe it is an exciting time for
                                                                                            Zimbabwe as we emerge from the pan-
                                                                                            demic, there is some capacity that needs
                                                                                            to be restored and growth will return to
                                                                                            the market, this is inevitable.
                                                                                                No matter the circumstances, we
                                                                                            maintain a positive outlook on what is to
                                                                                            come and as First Capital Bank we are
                                                                                            looking to maximise on the opportunity.
                                                                                            For us #BeliefComesFirst

                                                                 20
The Companies & Other
       Business Entities Act                                                                                      corporate world. The Zimbabwe-
By Nqobile Munzara and There-                                                                                     an economy is largely about the
sa Muchinguri                                                                                                     activities of companies and other

  I
                                                                                                                  business entities. He states that
      n November 2019, the                                                                                        the legislation being focused on
      Companies and Other Busi-                                                                                   deals with one of the most dom-
      ness Entities Act (Chapter                                                                                  inant institutions of the well-be-
24:31) (“COBE Act” or “the new                                                                                    ing of humanity. In his opinion,
Companies Act”) was promul-                                                                                       the authors’ choice of subject is
gated in Zimbabwe, stating that                                                                                   therefore compelling, appropri-
it would repeal the Companies                                                                                     ate, timely and admirable.
Act (Chapter 24:03), which had                                                                                         Prof Madhuku describes the
been passed in 1952 and the                                                                                       structure of the Guide as out-
Private Business Corporations                                                                                     standing. He says that each of
Act (Chapter 24:11), which was                                                                                    the 304 sections of the COBE
enacted in 1993. Section 1 of                                                                                     Act are explained with consid-
the new Companies Act states                                                                                      erable depth and clarity. In addi-
that it would commence on the         penalties.                            not exhaustive and is intended        tion, there are annexes covering
90th day after the date of the             The Book                         to serve as a guideline to assist     closely related matters. It is his
promulgation. In effect, the new           In April 2021, two Zimba-        companies in ranking the most         considered view that the Guide
Companies Act came into oper-         bwean lawyers, Nqobile Mun-           important corporate governance        book is an essential starting
ation in February 2020, and all       zara and Theresa Muchinguri,          obligations for the purpose of        point for all those wishing to un-
of its provisions began to apply      wrote a book titled “A Guide to       developing a compliance pro-          derstand the scope, terrain and
thereafter, save for the re-regis-    the Companies & Other Business        gramme. Other corporate gov-          contours of the new Companies
tration of companies, that was        Entities Act (Chapter 24:31) with     ernance obligations are found in      Act. Although the Guide is not a
to be done within 12 months           Commentary, Checklist for Gen-        the National Code on Corporate        specialist legal textbook on com-
from February 2020, and sub-          eral Counsel, and Annexes.” The       Governance, and in the Zim-           pany law; it is a “toolbox full of
sequently extended to February        Guide seeks to provide the read-      babwe Stock Exchange Listing          legal tools” for use by both law-
2023. The COBE Act therefore          er with a simpler understanding       Rules, and can be referred to for     yers and non-lawyers. The Com-
applies to corporates of all sizes,   of all of the COBE Act’s 304 Sec-     additional guidance. Obligations      panies and Other Business
and attempts to strike a balance      tions and 10 Schedules. It is bro-    under the National Code on Cor-       Entities Act (Chapter 24:31)The
between over- and under-regu-         ken down into seven Chapters,         porate Governance are largely         new Companies Act introduces
lation, in a bid to encourage for-    which align with the Chapters         voluntary. This is with exception     many new legal principles into
malisation of companies.              in the COBE Act. A key feature        of listed companies, where Sec-       Zimbabwean law by borrowing
     By repealing the old Com-        of this Guide is that it provides     tion 220 of the new Companies         and codifying Common Law, and
panies Act, the new Companies         Commentary on some provi-             Act requires that the board of        also borrowing from other juris-
Act ended seven decades of            sions, so as to assist both legal     every public company must es-         dictions. Notably, the new Com-
its predecessor’s subsistence,        and non-legal readers to gain         tablish corporate governance          panies Act combines all mat-
which stood the test of time          insight and perspective of their      guidelines that are consistent        ters relating to companies and
as evidenced in the minimal           meaning. In some instances, the       with the National Code on Cor-        other business entities namely,
amendments. The new Compa-            Commentary is analytical in na-       porate Governance. On the other       the constitution, incorporation,
nies Act was a result of extensive    ture, as it provides the opinion of   hand, listing rules are compul-       registration, management and
engagements between various           the authors on the Section under      sory for the companies listed on      internal administration thereof.
sectors in the economy, facilitat-    discussion. In other parts, the       the Zimbabwe Stock Exchange.          Not only that, it also provides a
ed by the World Bank as part of       Commentary is technical in that       Therefore, for the purposes of        list of entities that can register
the Rapid Results Framework,          it provides a legal analysis of the   determining priority, the corpo-      thereunder, and become subject
which was spearheaded by the          Section, either in the context of     rate governance obligations of        to the Act, that is, businesses
Office of the President and Cab-      the application of the Section, or    the new Companies Act rank            operated as partnerships, syndi-
inet in the “Ease of Doing Busi-      in the context of how the Section     higher, as they are mandatory.        cates, joint ventures and certain
ness” reforms for Zimbabwe.           operates in relation to other Zim-    Foreword by Professor Love-           associations that voluntarily reg-
The approach taken in drafting        babwean Acts or in the context        more MadhukuThe Foreword              ister in terms of Section 278 of
the COBE Act was to begin by          of the country’s legal framework      to the Book is provided by Prof       the COBE Act. This means these
perusing the old Companies            for business operations. Another      Lovemore Madhuku, a Profes-           business entities or any unreg-
Act and the Private Business          key feature of this Guide is the      sor of Law and Deputy Dean of         istered association of persons
Corporations Act, identifying         Checklist for General Counsel in      the Law Faulty at the Universi-       can choose to bring themselves
provisions that were no longer        Annexure A. This Checklist pro-       ty of Zimbabwe. He states that        under the provisions of the new
relevant or that were outdated,       vides a list of all the provisions    the authors Nqobile Munzara           Companies Act.
and either supplementing these        in the COBE Act that comprise         and Theresa Muchinguri must                Protection     of    minority
provisions, or deleting them al-      corporate governance obliga-          be congratulated for an apt rec-      shareholdersThe COBE Act
together, or inserting completely     tions of registered entities and      ognition of the centrality of the     provides for protection of mi-
new provisions. Those provi-          sets out the Sections in terms        new Companies Act to the very         nority shareholders, by empow-
sions there were still applicable     of which they must comply. As         foundation of the corporate and       ering them with the right to call
were retained, with the majority      these provisions are derived          business world. The company is        for investigations into the affairs
of changes thereto being the          from the new Companies Act,           the most popular vehicle for car-     of the company. The methods of
replacement of criminal liability     they are all compulsory and are       rying on business, particularly for   investigation are more detailed
for any contravention, with civil     applicable as relevant to compa-      profit. Companies dominate the        than in the old Companies Act,
                                      nies and PBCs. The Checklist is
                                                                                                                          ...continued to page 22

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