Institute of Directors Zambia queries appointment of CEO at ZCCM–IH, raises corporate governance concerns

The Institute of Directors of Zambia (IoDZ) has called on the relevant authority to review the recent appointment of the Chief Executive Officer (CEO) at ZCCM–Investment Holdings (ZCCM–IH), citing serious corporate governance concerns.

IoDZ President, Mirriam Chiyaba, raised alarm over a growing trend where board chairpersons and members resign, only to assume executive roles in the same institutions they were mandated to oversee.

She described the practice as a breach of governance ethics and a threat to institutional integrity.

In a statement issued on Tuesday in Lusaka, Chiyaba cited the CEO appointments at the Zambia Tourism Agency (ZTA), Zambia Railways Limited (ZRL), Cotton Board of Zambia (CBZ), and now ZCCM–IH — all of whom were former board members of their respective institutions.

“This practice, which has recently come under intense public scrutiny, constitutes a serious violation of corporate governance principles and ethical leadership standards,” Chiyaba said.

She emphasized that such transitions compromise oversight, distort succession planning, and erode public and stakeholder trust.

“When a board chairperson designs and approves corporate strategy and later assumes the CEO role to implement it, it raises significant concerns about conflict of interest, impartiality, and the concentration of power,” Chiyaba said.

She noted that the conduct contravenes Article 8(e) of the Constitution (Amendment Act No. 2 of 2016), which prescribes good governance and integrity as national values.

It also violates Clause 17 of the Lusaka Securities Exchange (LuSE) Corporate Governance Code, which mandates the separation of the roles of board chair and CEO.

Chiyaba further referenced the Companies Act No. 10 of 2017, which outlines fiduciary responsibilities of directors and prohibits the abuse of power for personal benefit.

The IoDZ president also expressed concern over financial mismanagement, citing the 2023 Auditor General’s Report, which revealed that some boards exhausted their entire annual governance budgets within the first quarter of the year.

“This reflects not just poor stewardship, but a disturbing culture of entitlement among certain board members,” Chiyaba added.

Chiyaba encouraged all boards to embrace transparent, merit-based succession planning that avoids conflicts of interest, and reaffirmed IoDZ’s commitment to promoting good governance through training, advocacy, and public accountability.

“Zambia deserves a governance culture grounded in integrity and professionalism, as enshrined in Section 8(e) of our Constitution. The Institute stands ready to collaborate with all stakeholders to restore confidence in the country’s corporate leadership,” Chiyaba said.

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