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Statement on Corporate Governance

CEC is committed to corporate governance principles of openness, integrity and accountability. The Company has adopted the Lusaka Stock Exchange (LuSE) Code of Corporate Governance for listed and quoted companies. The Board has an executive Chairman and a non-executive deputy Chairman in accordance with the Company's Articles of Association and the LuSE Code of Corporate Governance. The CEC board of Directors meets four times during the year, although provisions exist for additional board meetings to be held at short notice if the need arises. The Board has established a number of sub-committees to oversee the operations of the Company, each of which is chaired by a non-executive Director.

The CEC Board of Directors has delegated its authority in certain matters covering ongoing operational issues to an Executive Committee. The Executive Committee has regular contact with management of CEC to ensure that decisions taken by CEC management have the approval, support and input of the CEC Board of Directors.

Management Directors Highlights Committees
 
Hanson Sindowe
Director

Executive Chairman
Director Since: 2006
Copperbelt Energy Corporation Committee Membership:
Executive Committee, Audit Committee
Other Directorships: Batoka Energy Holding, Green Trade Limited, Stanbic Bank Zam-En.

Hanson has oversight of the company’s operations, its growth strategy and stakeholder relations. He is also Chairman of the CEC Board.



Helen Tarnoy
Director

Non-executive Deputy Chairperson
Director Since: 2006
Copperbelt Energy Corporation Committee Membership:
Executive Committee, Audit Committee
Other Directorships: Aldwych International Limited

Helen is co-founder and Commercial Director of Aldwych International Limited, a recently established power company focusing on the developing economies of Africa and South Asia. She has over 20 years’ professional experience and has been responsible for seven successfully closed power projects, including six in sub-Saharan Africa. She spent 15 years working in the emerging markets of Central and Eastern Europe before embarking on project development in Africa. She took the Songo-Songo gas power project in Tanzania to financial close in 2001 before moving to Cameroon where she was appointed Chief Executive Officer of the privatised national utility, Sonel, from 2002 to 2004.


Helen, a graduate of Oxford University, was appointed to the Board of CEC in October 2006 and is a member of the Executive Committee and Audit Committee. She was recently appointed as the Deputy of the CEC Board.



Neil Croucher
Director

Managing Director - Operations
Director Since: 2007
Copperbelt Energy Corporation Committee Membership:
Executive Committee, Audit Committee, Remuneration and Employee Development Committee, Safety, Health and Environment (SHE) Committee

Neil is responsible for the operations of the core business based at our Kitwe offices. Functions that report to
Neil include system operations and maintenance, human resources, finance, risk management and compliance and other support functions.



Michael John Tarney
Director

Managing Director-Corporate Development
Director Since: 2006
Copperbelt Energy Corporation Committee Membership:
Executive Committee, Audit Committee, Remuneration and Employee Development Committee, Safety, Health and Environment (SHE) Committee
Other Directorships: Zam-En, Bakota

Michael is in charge of the corporate development process and is responsible for implementing the company’s growth strategy as well as identifying potential growth areas in the energy sector in Zambia and abroad.



Julia Chaila
Director

Director - Legal Services / Company Secretary
Copperbelt Energy Corporation Committee Membership:
Executive Committee

Julia is the director responsible for the legal services, company secretarial matters as well as records management.



Muna Hantuba
Director

Non-executive Director
Director Since: 2008
Copperbelt Energy Corporation Committee Membership:
Remuneration and Employee Development Committee
Other Directorships: Lafarge Plc, Farmers’ Hse, Aflife, Holiday Inn, Dunavant Cotton, PSPF Board, Zamanglo Prospecting, Sinyuka

Muna is an economist and has been Chief Executive Officer for African Life Financial Services for the last eight years. Prior to that he worked for Anglo America Corporation as well as the Meridien Bank. He has extensive experience in the financial sector and serves on a number of Boards. He is also a member of a number of professional societies and other interest group. Muna was appointed to the CEC board in March 2008 and is a member of the Remuneration and Employee Development Committee.



Jean Madzongwe
Director

Non-executive Director
Director Since: 2006
Copperbelt Energy Corporation Committee Membership:
Audit Committee
Other Directorships: South Africa National Energy Association

Jean, an Energy Sector Specialist in the International Finance Unit of the Development Bank of Southern Africa, was appointed as Director on the CEC Board in October 2006 and is a member of the Audit Committee. Jean sits on the South Africa National Energy Association Board, and has over 20 years' experience in the SADC energy sector providing professional knowledge and technical advice on energy sector projects and programmes. Jean graduated from Fairleigh Dickinson University, USA, with a Bachelor of Science degree in Industrial Engineering and has an MBA from Henley Management College, UK.



Standwell Isaac Mapara
Director

Non-executive Director
Director Since: 2009
Copperbelt Energy Corporation Committee Membership:
Remuneration and Employee Development Committee

Standwell was appointed to the CEC Board on 18 November 2009 to represent ZCCM Investments Holdings Plc (ZCCM-IH). He holds a Bachelor of Arts degree in History, Political Science and Economics (Makerere University College in Uganda).


He served in different capacities in the police service and later in the Zambia Intelligence Service up to the position of Deputy Director General. Standwell has also worked as Permanent Secretary in the Home Affairs Ministry as well as the Copperbelt Province. He represented Zambia as Ambassador to the Federal Republic of Germany for six years and while in that role he served as Zambia’s Permanent representative on a number of UN organ committees based at the Viena International Centre, Austria. He was appointed as General Manager for Tanzania Zambia Railways in 1985, a position he held for four years.



Abel Mkandawire
Director

Non-executive Director
Director Since: 2006
Copperbelt Energy Corporation Committee Membership:
Safety, Health and Environment (SHE) Committee
Other Directorships: Behrens Limited

Abel was appointed to the Board of CEC as a Non-executive Director in October 2006. He has worked for Behrens Limited, where he has served as Chairman, since 1980. Prior to joining Behrens Limited, he worked for ZESCO from 1972 and held different roles with the company including General Manager. Abel is a Fellow of the Institution of Electrical Engineers (UK).


Abel is the Chairman of the Safety and Health Committees



Jonathan Muke
Director

Non-executive Director
Director Since: 2008
Copperbelt Energy Corporation Committee Membership:
Audit Committee
Other Directorships: Zambia Wildlife, Zambia Open Community Schools, Kaindu Natural Resources Trust

Jonathan is a Chartered Accountact with over 20 years' experience in general management, finance management and other areas of business operation. He was appointed to the CEC Board in March 2008 and serves on the Audit Committee. Jonathan is a Managing Partner/Consultant for MJM Associates where he has been involved in consultancy work for local and international development banks as well as some Governement ministries.


He is a fellow of the Association of Chartered Certified Accountants (FCCA), UK, Fellow of the Zambia Institute of Chartered Accountants (FZICA), member of the Institute of Internal Auditors and the Council of the Zambia Institute of Chartered Accountants.



Emmanuel Bwalya Mutati
Director

Non-executive Director
Director Since: 2007
Copperbelt Energy Corporation Committee Membership:
Remuneration and Employee Development Committee, Safety, Health and Environment (SHE) Committee
Other Directorships: BDM General Trading Ltd

Emmanuel is the Chief Executive Officer of Mopani Copper Mines. He joined Mopani in 2000 as acting General Manager of the Nkana Division. Emmanuel has close to thirty years' experience in the Zambian mining industry, holding different posts in a number of mines owned by ZCCM. He holds a Bachelor of Mineral Science degree and is a fellow of the Engineering Institute of Zambia.



Irene Lombe Ng’andwe
Director

Non-executive Director
Director Since: 2009
Copperbelt Energy Corporation Committee Membership:
Executive Committee
Other Directorships: ZCCM – IH, World Vision Advisory Council, ZANACO Pension Fund, International Federation of Accountants Developing Nations Committee

A Chartered Accountant with over ten years experience at senior management level, Irene represents ZCCM Investments Holdings Plc (ZCCM-IH) on the CEC Board, an appointmnet she took up in November 2009.


She was the first Zambian CFO for Standard Chartered Bank Zambia. Irene worked as a Commissioner for the Zambia Revenue Authority. In addition, she served as Senior Audit Manager with KPMG in Botswana and as audit manager with KPMG Zambia. She is currently working as a consultant and is a Fellow of the Association of Certified Chartered Accountants (FCCA) and a Fellow of the Zambia Institute of Chartered Accountants (FZICA). She is past president of the ACCA Zambia Branch.


 


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