Our value creation is underpinned by good governance

Board committees’ current and future focus

Audit Committee

The role of the committee includes, but is not limited to, carrying out the responsibilities outlined in section 94 of the Companies Act as well as to assist the Board in the effective discharge of its responsibilities which includes the effectiveness of assurance functions and services as well as the integrity of reports issued.

Rob Theunissen
Chair: Audit Committee
Members
who served on HRRC over period ending 31 March 2021
  • A Ramalho
    (until 22 January 2021)
  • Prof W Gumede
    (retired 9 July 2020)
  • F Burn
  • G Leong
  • S Fakie
    (from 22 January 2021)
  • T Mokgatlha
    (from 16 April 2021)
Declaration


The Committee reports that for the year ended 31 March 2021, it is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, the Committee Terms of Reference, King IV™ and other applicable standards and codes.
Background statement (Aligned to the amended terms of reference)

The overarching role of the Committee entails assisting the Board in providing independent oversight of:

  • The effectiveness of the Company’s assurance functions and services, with particular focus on combined assurance arrangements, including external service providers, internal audit service providers, management and the finance function
  • The integrity of the annual financial statements (‘AFS’) integrated annual report (‘IAR’) and other financial reports issued by the Company
Specific Responsibilities of the Committee:
  • The Committee has the following specific responsibilities in respect of the external audit: » Read More
  • The Committee has the following specific responsibilities in respect of internal audit: » Read More
  • The Committee has the following specific responsibilities in respect of finance function: » Read More
  • The Committee has the following specific responsibilities in respect of reporting: » Read More
Key focus areas for the period under review (1 April 2020 to 31 March 2021)

The primary concern of the committee was to ensure effective internal controls and accounting systems as well as effective governance. This was considered in the light of disclaimed audit opinions which were issued by the external auditors for the years ended 31 March 2018, 2019 and 2020 -which were essentially due to credit notes that had been incorrectly issued as invoices resulting in monies paid to SANBS that were not due, coupled with concomitant concerns.

The committee deliberated extensively with management, the external auditors and internal auditors to fully understand the reasons for the deficient controls and to oversee the implementation of remedial action to ensure effective controls over the issuing of credit notes, accounts receivable as well as other accounting transactions with potentially ineffective controls.

Both internal and external audit significantly increased their scope of assurance work, particularly in the areas of revenue and receivables. This was burdensome on all concerned but ultimately bore fruit albeit that a qualified audit opinion has been issued by the external auditors for the year ended 31 March 2021. The qualification is due to the potential impact of the disclaimed audit opinion in the prior year and the resultant effect on the opening balances for the year ended 31 March 2021 in respect of trade receivables, detailed above, and the non-adoption of IFRS9 (Financial Instruments) from the year ended 31 March 2019.

Although a qualified external audit opinion is regrettable it is pleasing that the qualification pertains to prior financial years. The committee considers that an unqualified opinion could be obtained for the year ending 31 March 2022. It should be noted that independent forensic investigations were performed and that there is no evidence of any fraudulent activity.

  • Other focus areas of the committee for the year were:
    • Reviewing the effectiveness of the combined assurance framework, internal control environment and overseeing that identified weaknesses were appropriately and expeditiously addressed
    • Overseeing adherence to all applicable legislation and prescripts
    • Ongoing assessments regarding whether or not SANBS is a going concern
    • Assessing the independence and objectivity of the external auditors and meeting with the external auditors in closed sessions
    • Considering the external auditors’ audit scope and plan
    • Approving the external auditors’ fees and pre-approving the non-audit scope and fees for managing the Whistle-blowing hotline
    • Assessing the skills and effectiveness of the internal auditors and considering the overall internal control environment within SANBS
    • Ensuring that the internal audit plan is risk-based and monitoring adherence to the plan by internal audit
    • Liaising with the Risk Committee in terms of existing and emerging risks and mitigating controls
    • Considering internal audit reports together with management’s comments and overseeing that control deficiencies identified by internal audit are appropriately and timeously addressed
    • Inducting two new board members into the audit committee viz. Messrs Shauket Fakie and Thabo Mokgatlha
    • Assessing the skills and competencies of the Chief Financial Officer, Ms Tshepi Maesela, and key finance team members
    • Reviewing the budget for the year ending 31 March 2022 and recommending the budget for approval by the Board
    • Considering any procurement expenditure in excess of R25 million and recommending such expenditure for approval by the Board
    • Receiving and attending to reports emanating from the Fraud hotline which were the remit of the committee
    • Considering, reviewing and recommending the annual financial statements for approval by the Board
Future focus areas of the Committee (1 April 2021 to 31 March 2022)
  • Capacity building within the Finance and Procurement functions
  • Monitoring the enhancement of the financial control environment; supply chain management; and reviewing the work performed by the internal auditors including deliberating on recommendations made and overseeing that any weaknesses are expeditiously addressed
  • Interacting with management and other assurance providers in striving to ensure a reliable and effective control environment which will result in an unqualified audit opinion for the coming financial year-end, particularly given the internal control lapses in prior years
RISKS
CAPITALS
KING IVTM
STAKEHOLDERS

Human Resources and Remuneration Committee

The Committee has the task of ensuring that all Human Resource policies and practices are fair, competitive and in line with best practice and current legislation to enable the organisation to recruit and retain the best talent for optimal performance against its strategic objectives. The Committee also ensures that staff members are fairly and equitably remunerated for their contribution, both in respect of guaranteed and variable pay.

P Mthethwa
Chair: Human Resources and Remuneration Committee
Members
who served on HRRC over period ending 31 March 2021
  • P Mthethwa
    (Chair from 27 August 2020)
  • Prof W Gumede
    (Chair until 9 July 2020)
  • G Simelane
    (until 21 January 2021)
  • R Theunissen
  • G Leong (since 22 January 2021)
  • S Fakie
    (since 22 January 2021)
Declaration


The Committee has executed its responsibilities in accordance with an approved mandate.
Background statement (Aligned to the amended terms of reference)

The overarching role of the Committee is tasked by the Board with, amongst others, the responsibility to ensure that:

  • A suitable strategic human resources framework is in place to deliver the organisational objectives agreed by the Board
  • A competent executive management team is in place with reference to appointment, competency, remuneration and performance management
  • A Remuneration policy for all employees is in place to assist in achieving the Company’s strategy
  • Remuneration of non-executive directors’ is approved
Specific Responsibilities of the Committee:
  • The Committee has the following specific responsibilities in respect of the management of human resources: » Read More
  • The Committee has the following specific responsibilities in respect of remuneration: » Read More
Key focus areas of the Committee for the period under review (1 April 2020 to 31 March 2021)
  • Oversight of leadership appointments:
    • Ravi Reddy - appointed as CEO effective 1 January 2021
    • Avril Manduna - appointed as Company Secretary effective 1 August 2021
  • Ensured a continued focus on the well-being and safety of all staff, especially heightened with the ongoing impact of the COVID-19 pandemic, giving rise to an increasing number of staff contracting the virus and unfortunate staff fatalities as a result
  • Oversight of filling vacant positions with fixed term contracts
  • Considered and made recommendations on the annual wage mandate prior to negotiation with representative trade unions
  • Approved performance bonus metrics
  • Commissioned a staff turnover benchmarking exercise
  • Oversight and support of the continued implementation of the SANBS Culture DNA process and the #360 Degree Leadership Assessments
  • Retained oversight of the implementation of the BBBEE Transformation Framework with emphases on skills development, employment equity and gender and race parity
  • Provided guidance and support of the RAD Academy to transform learning and innovation
  • Oversight and monitoring of tip-offs anonymous reports and investigations and review of relevant HR policies to promote the highest level of ethics and integrity among all SANBS employees
  • Review of employment related policies to enhance equality, diversity and inclusion in the workplace
  • Continued oversight of succession planning with a focus on business imperative roles
  • Review and approval of post-retirement medical aid benefits
  • Oversight of labour matters with the CCMA and the Labour Court
  • Review of the Committee’s Terms of Reference
Future focus areas of the Committee (1 April 2021 to 31 March 2022)
  • Oversight of the appointment of Dr Karin van den Berg - appointed as the Medical Director from 1 May 2021
  • Considering the Remuneration Benchmark Report
  • Recommending non-executive Directors’ remuneration for approval at the National Council meeting
  • Oversight of divisional action plans to address specific enablers and disablers in support of the SANBS DNA Culture Programme
    • The action plans in place are supported by the values (THREAD) and statement of commitment by the leaders to conduct themselves ethically
  • Monitoring the strengthening of the leadership depth and talent management through progress with development programmes that have been formalised following the outcomes of the #360 Leadership Assessments
  • Oversight of the revised TOM to create the optimal organisational structure to improve process efficiencies, service delivery, role clarity and accountabilities
  • Oversight and monitoring of progress with the rollout of a comprehensive ethics management programme
  • Ensuring the continued drive of the performance culture to enable strategy execution
  • Monitoring progress with ongoing development of leadership capabilities through the Senior Leadership Immersive programme
RISKS
CAPITALS
KING IVTM
STAKEHOLDERS

Clinical Governance Committee

The role of the Committee is to oversee the quality and safety of blood and blood products and the safety of donors, blood recipients and employees.

Dr Paddy Knox
Chair: Clinical Governance Committee
Members
who served on CGC over period ending 31 March 2021
  • Dr P Knox (Chair)
  • Prof V Moodley
    (resigned 1 July 2020)
  • F Burn
  • Dr Vaithilingum
    (appointed 1 July 2020)
  • Dr J Thomson (Medical Director
    resigned 27 February 2021)
  • Dr N Mashigo*
    (appointed 9 February 2021 )
  • M Toubkin*
    (ended her term 30 November 2020)
  • Prof A Rantloane*
  • Adv C Slump*

* Independent members of the Committee who are not members of the Board.

Declaration


The committee has executed its responsibilities in accordance with an approved mandate.
Background statement (Aligned to the amended terms of reference)

The overarching roles of the Committee entails:

  • Assisting the Board in overseeing the quality, quantity and safety of blood and blood products & related services as well as the safety of donors, blood recipients and employees
  • Assisting the Executive management team in guiding the development of business practices and process to ensure quality and safety of blood and blood products & related services as well as the safety of donors, blood recipients and employees
  • Specifically excluded from the role of the Committee is the occupational health and safety of employees, as this is included in the role of the Governance, Social and Ethics Committee
Specific Responsibilities of the Committee:
  • The Committee has the following specific responsibilities: » Read More
Key focus areas of the Committee for the period under review (1 April 2020 to 31 March 2021)

The overall focus of the committee is to ensure donor, recipient and staff safety whilst SANBS continues to build on the iHEALTh strategy and strengthen their position as a cornerstone of healthcare.

Response to Covid-19

Monitored and reviewed the ongoing impact of the pandemic with regards to sustaining the requisite delivery of blood products and ensuring the safety of SANBS staff and stakeholders. This included the following:

  • Continual assessment of red blood cell product utilisation during the pandemic. When lockdown commenced, all elective surgery had been cancelled and trauma decreased which dramatically decreased the demand for red blood cells. During the recovery in September/October 2020 when the demand for red blood cells increased, SANBS (for a short period) could not meet optimal demand. At the height of the second wave, the health sector adapted quicker and usage went down only -8%.
  • Staff health and well-being was also a major concern, especially for frontline staff who faced increased risk during the second wave of the pandemic. SANBS staff and SANBS stakeholders working in clinics were registered onto the National Department of Health vaccine roll out database, ensuring access to vaccinations.The Committee acknowledges the unwavering dedication of all SANBS personnel in maintaining the continuity of SANBS operations and risking their lives to live up to our purpose of being trusted to save lives.

SANBS collection units experienced difficulties due to decreased access to schools and corporate companies’ widescale work from home policies. Innovative strategies will therefore need to be implemented to increase the future donor pool.

Human Centred Donor Care

Monitored and reviewed the ongoing impact of the change in donor questionnaire and deferral criteria changes on blood collections. The #ironstrong project culminated in improved donor care.

Patient Blood Management (PBM)

CGC supports and acknowledges the PBM unit’s ongoing efforts to ensure the evidence-based use of blood and blood products. In this regard, the unit is commended for its development of high-quality, patient-focussed reports targeted at healthcare professionals and managers.

The PBM unit successfully launched their “increased digital footprint” plan to support hospitals and train healthcare workers amidst the pandemic as well as interaction with multiple national focus groups.

Haemovigilance

Supported the development of a Haemovigilance App for electronic capturing and monitoring of patient adverse events.

Quality

Following successful completion of ISO 15189 accreditation throughout the organisation, CGC supports the Board approval to achieve ISO 9001 compliance which will ensure ISO standard quality systems in administrative areas.

Translational Research

Oversight of SANBS participation in several Covid-19 related research projects. Noteworthy was the level of commitment of the SANBS collaboration with the Western Cape Blood Service and the DSI-NRF Centre of Excellence in Epidemiological Modelling and Analysis where a sero-surveillance study was performed. This involved testing of almost 17000 blood donors to estimate the prevalence of antibodies to SARS-COV-2 which indicates past exposure to the virus. More frequent sampling, including linked repeat observations of frequent donors, could substantially improve the utility of blood donor surveillance for national decision making.

Platelet Strategy

The current platelet strategy of 55% apheresis/45% pooled platelets is not optimal in terms of stakeholder coverage and safety compared with benchmarked first world countries. CGC approved the SANBS Platelet Strategy to a stepwise increase towards 80% to 90% pooled platelet strategy with the concurrent pilot implementation of pathogen reduction technology. Although providing a better quality product is the right thing to do, the committee must carefully weigh up not only the benefits associated with this technology, but also the risks and associated costs.

Cellular Therapy

Work in the Cellular Therapy unit is continuing in creating and supporting new products. The CGC oversight role in cellular therapy is to ensure clearly defined research projects that include novel therapies and products. During the year under review, SANBS created human platelet lysate(HPL), a growth factor used to grow cells, to be used by laboratories in universities. The specialised laboratory will commence growing research grade mesenchymal stem cells for use in clinical trials.

Blood Establishment Computer System (BECS)

Continued oversight over the progress with BECS implementation. Despite challenges with delays, as a result of the pandemic, the project team were able to successfully deliver on most of the planned milestones for the year.

Infection Prevention Control (IPC)

Monitored oversight of IPC being operationalised across the organisation and reviewed reports indicating a marked decrease in bacterial contamination of platelets to <1%. Audit reports noting good compliance however, also identified areas for potential improvement. IPC awareness created a stepping stone and placed SANBS in a better position to manage Covid-19 requirements.

Regulations and NHI

SANBS approached the Parliamentary Committee who confirmed that they had received SANBS’s submission on NHI Bill to Parliament. No feedback has been received from SAPHRA with regard to regulating the blood services. Whilst awaiting the final NHI Bill and other regulatory changes, SANBS will continue to work towards complying with international standards and good GMP.

Medico-legal

The risk of litigation against management or the organisation did not increase and management is confident that effective preventative and mitigating controls are in place. There is cognisance of the increasing difficulty to obtain medical malpractice insurance. SANBS will maintain all current levels of insurance cover across the various classes and provide the insurer with comprehensive information to secure cover at the most competitive price, as there are significant increases in premiums and deductibles across most classes of insurance.

Future focus areas of the Committee (1 April 2021 to 31 March 2022)
CGC will have oversight over the following strategic initiatives for FY 2021/2022:
Cellular Therapy

SANBS has embarked on a multi-year project to develop a laboratory for the production of novel products. The facility will conform to international guidelines and requirements, as well as be GMP and JACIE accredited. Production of HPL is being scaled up with keen interest in the product expressed by several academic institutions.

Platelet Strategy

The extended impact of Covid-19 on general SANBS operations, the consumption of human resources in responding to the new demands generated by the epidemic and physical limitation due to “stay-at home” orders, necessitates an amended approach to the implementation of this strategy. A full logistics and financial impact analysis plus a platelet user survey will be part of the assessment of the project prior to implementation.

BECS

The Change Impact Analysis and plan for the change process, has been carefully structured and will be rolled out to all staff to ensure buy-in.

Human Centred Collections

Focus will be placed on iron uptake. Customer feedback will inform the creation of a customer services plan for donors to ensure that SANBS meets their needs and responds to their feedback

Logistics and Patient Blood Management

Increased focus will be placed on this unit. The focus will be to improve coverage, i.e. access to blood products whilst ensuring that patients receive the right blood product, at the right time, for the right reasons and to limit wastage of the products.

Haemovigilance

CGC recognises the importance of Haemovigilance and independent assessors will be sought for this area with the ultimate goal to have an independent Haemovigilance Officer.

Hearts and Minds

A stakeholder survey will take place to create a customer-centric approach in the way in which SANBS serves its customers.

Translational Research

Oversight and support of multiple national and international collaborations to increase the SANBS profile in various ISBT and AABB committees and sub-committees. Support of original research and collaboration with other South African institutions, encouraging publishing of research in internationally respected health sector journals.

RISKS
CAPITALS
KING IVTM
STAKEHOLDERS

Governance, Social and Ethics Committee

The role of the Committee is the oversight of, and reporting on Company ethics, responsible corporate citizenship, sustainable development and stakeholder relationships. This committee serves as the statutory social and ethics committee as required in terms of the Companies Act, 2008 and its duties are informed by regulation 43 of this Act. In addition, this committee has been charged by the Board to oversee corporate governance aspects that includes the assessment of the performance of the Board and compliance with the MoI and the rules of the Company.

Shauket Fakie
Chair: Governance, Social and Ethics Committee
Members
who served on GSE over period ending 31 March 2021
  • S Fakie
    (Chair appointed on 22 January 2021)
  • A Ramalho
    (Chair until 22 January 2021 )
  • G Simelane
    (until 21 January 2021)
  • Prof V Moodley
    (until 9 July 2020)
  • Dr M Vaithilingum
    (since 26 November 2020)
  • Dr J Louw
    (until 31 December 2020)
  • P Mthethwa
  • R Reddy
    (CEO since 1 January 2021)
  • B Damons
    (outside co-opted member)
Declaration


The committee has executed its responsibilities in accordance with a defined mandate.
Background statement (Aligned to the amended terms of reference)

The overarching role of the Committee entails assisting the Board in ensuring that the Company acts ethically and that there is an ethical culture with regards to:

  • Sustainable development
  • Corporate citizenship; and Stakeholder relationships
  • With regards to employment equity as well as the safety and the dignity of employees, the Committee is entitled to rely on the work of the Human Resources and Remuneration Committee but should at least annually obtain assurances from the committee that this responsibility has been adequately addressed
  • With regards to the safety of employees particularly in relation to the production of safe blood, this Committee is entitled to rely on the oversight of the Clinical Governance Committee but should at least annually obtain assurances from the committee that this responsibility has been adequately addressed
Specific Responsibilities of the Committee:
  • The Committee has the following specific responsibilities in respect of Board and Company Ethics: » Read More
  • The Committee has the following specific responsibilities in respect of Corporate Citizenship: » Read More
  • The Committee has the following specific responsibilities in respect of Stakeholder Relationships: » Read More
Key focus areas of the Committee for the period under review (1 April 2020 to 31 March 2021)
  • Ongoing programmes designed to improve the health, safety and wellness of our employees. Reviewing the key strategic and tactical risks in respect of:
    • health, safety and environmental matters, including those relating to the move from Pinetown to Mt Edgecombe
    • specific regulations to be complied with in the Covid-19 operating environment
  • Consideration of progress regarding reduction of water and electricity usage, waste management, travel, printing and courier usage, all being measures to manage the environmental impact of the organisation
  • Ongoing development and monitoring of the BBBEE programme to improve the BBBEE score which has progressed from a level 8 to a level 5
  • Received stakeholder engagement register of interactions with the various stakeholders and an update of stakeholder surveys underway for which there are no conclusive results as yet to address concerns and outcomes
  • Specific focus on the management of contracts through a centralised contracts register and the creation of a separate contracts management team reporting into Legal
  • The review of the following governance documents and policies to continually improve and embed good governance and the structural arrangements that support it:
    • Corporate Communications Policy and Crisis Communications Plan
    • GSEC Terms of Reference
    • Fraud Response Plan and a Fraud and Corruption Policy
    • Travel by the Non-Executive Directors included in the SANBS Company Travel Policy
    • Whistleblowing Response Plan and Whistleblowing Policy
    • New Privacy Policy in line with the Protection of Personal Information Act (POPIA)
    • Plan for the implementation of POPIA and related processes
  • The Ethics Plan for SANBS (approved by the Board) and the appointment of a Compliance and Ethics Officer. The Ethics Institute continued assisting SANBS with the implementation thereof. Focus includes the following:
    • creating staff awareness
    • ethics training for GSEC and SANBS Exco and management
    • a series of short videos where real-life ethical scenarios are enacted and shared with business
    • SANBS staff nominated Ethics Champions
    • management setting the tone for an ethical culture in the organisation
    • staff encouraged to report unethical behaviour without reprisal; people who behave unethically should be named and shamed; and ethical behaviour should be recognised and rewarded
  • Following the establishment of a compliance function; compliance with legislation and regulation is now addressed in a structured, systematic way following a risk-based approach
  • Oversight of the improvement in culture and organisational well-being and tracking of key metrics against targets
  • Considered feedback provided, in relation to donor committee activities
  • Oversight of the induction programme for new directors
Future focus areas of the Committee (1 April 2021 to 31 March 2022)
  • Exploring a revised governance structure for SANBS that ensures the involvement of the necessary stakeholder groupings at the right levels so as to serve the strategic imperatives and potential future challenges and opportunities of SANBS
  • Further embedding ethics in SANBS through the continued roll-out of the Ethics Plan
  • Progress on transformation to improve the BBEEE score but also to leverage opportunities to demonstrate responsible corporate citizenship
  • Embedding the Fraud Response Plan
  • Growing the maturity of the Compliance Function
  • Monitor steps being taken to formalise stakeholder management which aim to create better visibility of:
    • needs, interests and expectations of each stakeholder grouping
    • risks and opportunities
    • status of current engagements
    • a rating of the current and desired relationship and appropriate response plans
    • outcomes of stakeholder feedback/surveys
  • Grow and mature environmental impact data and management - incorporate the safety and environmental objectives in the Integrated Report and the Safety and Environment Integrity Report to ensure objectives are tracked and achieved. Monitoring progress with awareness campaigns
  • Oversee the performance evaluation process of the Board, its Committees, individuals and Chair of the Board
  • Oversight of the induction programme for new directors and the continual training and development of directors
RISKS
CAPITALS
KING IVTM
STAKEHOLDERS

Nomination Committee

The role of the Committee is primarily to assist the Board with the recruitment of suitably qualified candidates as Non-Executive Board members; and to ascertain whether Board members up for re-election are to be re-appointed. The Committee leads the Board’s Non-Executive Director (NED) succession planning. Furthermore, the Committee supports the SANBS Board in the areas within its mandate.

ANSIE RAMALHO
Chair: Nomination Committee
Members
who served on NomCom over period ending 31 March 2021
  • Prof W Gumede
    (Chair until 9 July 2020)
  • A Ramalho
    (Chair from 22 January 2021)
  • G Simelane
    (until 21 January 2021)
  • Dr P Knox
  • R Theunissen
  • Dr M Vaithilingum
    (from 22 February 2021)
  • P Mthethwa
    (from 22 February 2021)
  • Dr K Letlape*
  • B Maasdorp*

* Independent members of the Committee who are not members of the Board until 1 December 2020

Declaration


The committee has executed its responsibilities in accordance with a defined mandate.
Background statement (Aligned to the amended terms of reference)

The overarching role of the Committee entails assisting the Board in ensuring that The Board and its Committees are appropriately constituted with the right skills, qualification and training.

Specific Responsibilities of the Committee:
  • The Committee has specific responsibilities in accordance with King IV which provides for the process of nomination, election and ultimately, the appointment of members to the Board to be formal and transparent. » Read More
Key focus areas of the Committee for the period under review (1 April 2020 to 31 March 2021)
  • Reviewed the Director Nomination Procedures
  • Ensured that a formal and transparent process is followed in the nomination, election and appointment of directors to fill vacancies
  • Oversight of the following director and leadership appointments:
    • Ravi Reddy - appointed as CEO from 1 January 2021
    • Shauket Fakie - appointed to the Board effective 1 December 2020
    • Re-election of donor non-executive directors; Faith Burn and Phindile Mthethwa
  • Reviewed the Board Succession Plan and the Board Skills Requirements
  • Initiated evaluation discussions for a formal evaluation process of the Board, its Committees and individual directors
  • Following the establishment of a compliance function; compliance with legislation and regulation is now addressed in a structured, systematic way following a risk-based approach
  • Reviewed the Committee Terms of Reference and reallocated, where necessary, responsibilities to the applicable committee
Future focus areas of the Committee (1 April 2021 to 31 March 2022)
  • Oversight of the appointment of Thabo Mokgatlha - appointed to the Board effective 16 April 2021
  • Review Board structure, size and composition
  • Monitor the performance of the Board against targets for race and gender representation
  • Recommend donor director appointments to fill vacancies as a result of directors retiring and having reached the end of their maximum 9-year term in terms of the MoI
  • Ongoing identification, assessment and vetting of candidates prior to nomination as directors
RISKS
None
CAPITALS
KING IVTM
STAKEHOLDERS
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Risk, Technology and Information Governance Committee

The role of the Committee is to assist the Board with the governance of risk, technology and information. The Committee makes recommendations to the Board for its approval.

Faith Burn
Chair: Risk, Technology and Information Governance Committee
Members
who served on RTIG as at 31 March 2021
  • A Ramalho (Chair until appointment of F Burn)
  • F Burn (appointed as Chair from 11 February 2021)
  • Dr P Knox
  • G Leong
  • Dr J Louw (CEO until 31 December 2020)
  • Dr J Thomson (Medical Director resigned 27 February 2021)
  • R Ravi (CEO from 1 January 2021)

Note:Dr K van den Berg (Medical Director appointed 1 June 2021) replaces Dr J Thomson

Declaration


The committee has executed its responsibilities in accordance with a defined mandate
Background statement (Aligned to the amended terms of reference)

The overarching role of the Committee entails assisting the Board in overseeing that the following areas support the Company in setting and achieving its strategic objectives:

  • The governance of risk management, including the system of compliance
  • Technology governance; and Information governance
Specific Responsibilities of the Committee:
  • The Committee has the following specific responsibilities in respect of risk governance: » Read More
  • The Committee has the following specific responsibilities in respect of compliance risk governance: » Read More
  • The Committee has the following specific responsibilities in respect of technology and information governance (TIG): » Read More
Key focus areas of the Committee for the period under review (1 April 20120 to 31 March 2021)

The highlights for the Committee during the period under review included its oversight of the following:

  • Successful completion of the Mount Edgecombe campus and continuity of operations through relocation of staff and assets from Pinetown
  • Completion of phase 1 of the Business Continuity Management Plan, which involved 26 departments, completion of the business impact analysis (BIA) and business continuity strategy (BCS)
  • Additional assurance and oversight of Covid-19 related risks through the Combined Assurance Forum
  • Progress for licensing and way forward with the Civil Aviation Authority (CAA) for the deployment of drones
  • Review of the SANBS Combined Assurance Framework against the recently issued “Three Lines of Defence” model by the Institute of Internal Auditors

Oversight of key risks:

  • Mitigation of procurement risk with the implementation of a revised policy and more efficient processes
  • Mitigation of risks related to filing key senior positions through robust succession planning
  • Additional controls to minimise litigation risk
  • Legacy risk in the financial system which could lead to an unqualified audit of the financial statements
  • Contract management
  • Cyber risk - proactive notification of threats and risks associated with information security
  • Specific focus on and monitoring of the risk of not having the desired culture at SANBS to execute the new strategy. This risk/opportunity, is mitigated with the planned initiatives making up the DNA Project

Monitoring of key projects with potentially high risks and high strategic importance to the organisation namely:

  • Implementation of the Cura risk management software to facilitate enterprise wide risk management
  • SAP – replacement or upgrade assessments
  • Status of Drone Project
  • Successful delivery of most of the milestones relating to the Blood Establishment Computer System (BECS) and recovery plan to mitigate certain delays

Ongoing consideration of technology and information including:

  • Large-scale projects described above
  • Further implementation of strategic technology initiatives to automate business operations
  • Ongoing refinement of the IT tactical risk register
  • A penetration test to identify cyber security vulnerabilities
  • Continued strengthening of information security and safety protocols - compliance with the Protection of Personal Information Act (POPIA)
    • E-learning training has been rolled out for all staff to raise awareness
  • Further implementation of key strategic technology initiatives that supported the business in the automation of operations
Future focus areas of the Committee (1 April 2021 to 31 March 2022)

The Committee will remain focused on overseeing the management of the risks associated with:

  • Business Continuity – finalisation of phase 2 of the Business Continuity Management Plan, testing and disaster recovery
  • Covid-19 and the ongoing effects on the business and what transpires to be the ‘new normal’
  • Strategic projects – BECS change management, the upgrade of the SAP system to SAP S4 HANA, procurement solution, drone project, inventory optimisation project to optimise SANBS’ inventory management system
  • The continued growth in maturity of enterprise risk management
  • Continued enhancement of the procurement processes and contract management to protect the operations against the consequences of inefficiencies and contract risk
  • Continued growth in maturity of the Compliance Function

Approval of the updated ERM Policy and Framework, which includes appropriate Risk Appetite and Tolerance levels, as well as evidence of compliance risk management integration and continued compliance monitoring. In the technology and information domain particular areas will remain the focus of the committee, including:

  • Information governance improvement by undertaking a maturity assessment to identify any governance gaps and formalisation of a roadmap for the way forward
  • Alignment of IT systems to POPIA requirements
  • Cyber security – analyse results of the penetration test to determine any shortcomings in terms of IT, access to networks, data loss and theft, and compliance monitoring
RISKS
CAPITALS
KING IVTM
STAKEHOLDERS