Our governance
Why sound governance is important
Ongoing macro-economic challenges together with the broader societal impacts of the Covid-19 pandemic have highlighted the importance of sound corporate governance practices to facilitate effective decision-making.
Our philosophy of good governance is integral to living out our purpose of being “trusted to save lives” and ensuring value creation for all our stakeholders now and for a sustainable future. For the year ended 31 March 2021 the Board is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, King IVTM (from here on referred to as King IV) and other applicable regulatory and legislative requirements.
WE BELIEVE THAT CORPORATE GOVERNANCE IS KEY TO:
An ethical organisational culture
Good performance and creation of value for SANBS itself and its stakeholders
The Board has effective control as the necessary systems and controls are in place for effective governance (i.e. the systems for ethics, stakeholder management, risk, compliance and assurance)
SANBS has legitimacy (a social licence to operate, a good reputation and trust) with its stakeholders
King IV underpins the SANBS’ governance approach and the corporate governance principles and practices which inform this. This chapter summarises our alignment to the principles of King IV across the following categories:
Leadership, ethics and corporate citizenship
Leadership
The board leads the SANBS ethically and effectively.
2021
Overview of the arrangements for leading ethically and effectively
Ethical leadership
The board of the SANBS is ultimately responsible for the ethical behaviour within the organisation. The Board strives to through its behaviour characterise integrity, competence, responsibility, accountability, fairness and transparency. The SANBS Board sets the tone from the top for ethical leadership and living the values in the organisation.
In accordance with the legal duties, all members of the Board must act with good faith and in the best interests of SANBS and with due care, skill and diligence.
Conflict of interest
Disclosure of conflicts of interests by governing body: At each meeting of the Board, SANBS has a standing agenda item where Board members are required to declare conflicts of interest on any agenda item. SANBS has a Conflicts of Interests Management policy which regulates how SANBS employees should declare conflicts of interest. Each Board member submits through the Company Secretary, a Board-approved declaration of interests to other Board members, in writing at least once a year or as and when their circumstances change. Declarations of interest by members of the Board of SANBS is governed by the Board Charter.
Fit and proper requirements
The SANBS Board is committed to ensuring that responsible persons in key positions are fit-and-proper. SANBS defines a fit and proper person as someone who is disciplined, honest, reliable, reputable and competent to perform the job.
Summary of the arrangements for leading ethically and effectively
Key areas of focus during the reporting period
Measures taken to monitor ethical and effective leadership and how the outcomes were addressed
Planned areas of future focus
ETHICS
The board governs the ethics of the SANBS in a way that supports an ethical culture.
2021
An overview of the arrangements for governing and managing ethics
Governance structures to ensure an ethical culture
The Board is responsible for an ethical organisation. In so doing the Board assumes ultimate responsibility and delegates accountability for implementation to the Executive Committee. This involves the upholding of the organisational values, our code of ethics and our various sustainability commitments.
Our Governance Social and Ethics Committee (GSEC) oversees the embedding of an ethical culture throughout the organisation by the Executive Committee, including through communications and engagements driven by the Chief Executive Officer, the Chief Human Capital Officer, the SANBS’ Ethics and Compliance Officer and the various Ethics Champions and Ambassadors within the business and functional areas of the organisation. In addition, the Chief Executive Officer, CFO and the Chief Human Capital Officer are standing members of the GSEC and provide regular verbal feedback regarding the organisational culture. Annually the GSEC reviews policies and practices designed to enhance ethical behaviour.
Code of ethics
The Ethics Institute of South Africa assisted SANBS with a review of Ethics. This resulted in a comprehensive Ethics Implementation Plan that is being executed in the organisation. Progress against plan is reported to the GSEC. A formal Code of Ethics has been approved and is monitored for adherence from time-to-time. Related policies, like the whistle-blowing policy, are also reviewed from time-to-time. Processes have also been implemented to enable whistle-blowing, reporting of inappropriate behaviour and the management of any incidents of unethical behaviour. Internal and external stakeholders are encouraged to make use of the externally-managed ethics line, which allows for anonymous reporting.
We plan to create an Ethics Helpdesk to create a channel where all SANBS stakeholders can inquire on ethics-related issues and ongoing training in line with the Ethics Training Plan are additional components of our efforts to reinforce an ethical culture. Ethics Opportunity and Risk Assessments, as well as Ethics training sessions are conducted on an on-going basis.
Core values
The core values (“THREAD”) that underpin SANBS’s purpose, vision and mission and provide guidance to SANBS’s conduct in its dealings with all its stakeholders are:
ransparency
onesty
espect
xcellence
ccountability
iversity
As part of their focus areas, our board reviews the organisation’s values.
Summary of the arrangements for governing and managing ethics
Key areas of focus during the reporting period
Measures taken to monitor organisational ethics and how the outcomes were addressed
Planned areas of future focus
Responsible Corporate Citizenship
The board ensures that the SANBS is and is seen to be a responsible corporate citizen.
2021
During 2021, we maintained our responsible corporate citizenship status from an ESG perspective by, among others:
An overview of the arrangements for governing and managing responsible corporate citizenship
SANBS does not only collect blood, but also educates donors on a healthy lifestyle and creates awareness about diseases, forging a relationship based on care and trust. As a non-profit company incorporated, operating in terms of the Companies Act and giving effect to its purpose of “Trusted to Save Lives”, SANBS as a brand commits itself to operating in a manner that is fair, responsible and transparent through promotion of sustainable business practices, environment, employee and community development. In contributing to a sustainable future and looking beyond environmental considerations alone, SANBS has aligned its strategy to support the following UN 2030 Sustainable Development Goals.
Embedding sustainability
As part of our iHEALTh and to inform our day-to-day decision-making, we embedded social, economic, transformation, and environmental considerations. A key overarching consideration is to maximise the positive impacts and avoid or, at worst, mitigate any negative impacts arising from our business decisions and activities.
One of the foundational components of the SANBS’ strategy, which we formally adopted during FY19 was our “greening Strategy”. This evolved from a 2018 initiative when a volunteer task team, sponsored by our CEO, was established to “Green SANBS”. Their mandate was simple – reduce SANBS’ impact on the environment. The task team comprises cross-functional staff and managers.
The information in our integrated report covers the progress we have made to date, and our plans for the short, medium and long term. Targets for focus areas are being set as we gather more accurate baseline data. An environmental policy and a set of objectives has been drafted. To get buy-in from employees, a communication process, including an intranet page, has been established to ensure two-way greening ideas.
The board, supported by its GSEC, oversees and monitors the SANBS’ activities relating to our broader societal contributions and our role as a responsible corporate citizen. Progress on these activities are measured as part of the SANBS’ iHEALTh strategic targets (KPI’s).
SANBS defines clear corporate citizenship targets for:
workplace
ECONOMY
SOCIETY
ENVIRONMENT
Response to a challenging environment 
The Covid-19 pandemic required organisations around the world to demonstrate its corporate citizenship. In the case of the SANBS, these proactive steps included the provision of health and wellbeing support to our employees, donors and other affected stakeholders.
Our swift and decisive response, even prior to the institution of the nationwide level 5 lockdown measures in March 2020 and subsequent varying levels of lockdown during FY21, meant that we were able to continue collecting blood and provide minimally interrupted and supportive services, while keeping our employees and donors safe.
Our actions formed part of our crisis management and business continuity plans, which were reported on a regular basis through our Executive Committee to our board.
Summary of the arrangements for governing and managing corporate citizenship
Key areas of focus during the reporting period
Measures taken to monitor corporate citizenship and how the outcomes were addressed
Planned areas of future focus
Strategy, performance and reporting
The board appreciates that the SANBS’ core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.
2021
Our purpose and vision
Our strategy is developed, reviewed and updated on a routine basis to ensure that it remains effective in enabling us to achieve:
SANBS has a fully integrated strategy, risk and opportunity and performance management process and has geared key performance indicators towards long term value creation not just in the short term.
A five-year strategy, supported by detailed Board strategic planning sessions on an ongoing basis and signed off by the Executive Committee and the Board, forms the basis of an annual scorecard and monitoring of activities.
Accountability to execute on the strategy resides with the CEO who designs detailed implementation plans for the organisation with the necessary budget and resources to support effective delivery.
On at least an annual basis, our board considers the appropriateness of our strategy, business model and target operating model against the backdrop of the evolving external environment, identified risks, opportunities and challenges, and our strategic targets and performance drivers/KPI’s.
Outside of the annual strategy workshop, our board assesses the SANBS’ performance against the strategic targets and overall strategy, and engages the Executive Committee on specific strategic themes and projects and against the approved budget. The SANBS’ prescribed officers attend board meetings and are available to answer questions relating to the SANBS’ performance. See iHEALTh and Performance.
The following topics influenced the board’s assessment of ongoing suitability of the iHEALTh and a prioritisation of significant projects:
During the year under review, the board reaffirmed the Executive Committee’s strategic plans driven by the iHEALTh and also opined on an updated operating model and changes to the Executive Committee structure to support the SANBS’ strategic direction to embrace the current environment and the years ahead.
Summary of the arrangements for governing and managing strategy and performance
Key areas of focus during the reporting period
Measures taken to monitor strategy and performance and how the outcomes were addressed
Planned areas of future focus
reporting
The board ensures that reports issued by the SANBS enable stakeholders to make informed assessments of the SANBS’ performance, and its short, medium, and long-term prospects.
2021
The board ensures that it provides transparency to key stakeholders both in the good and bad times by providing timely and balanced information, and in so doing, promotes stakeholders’ confidence in the business. SANBS reports the material results of its performance internally and to stakeholders. The Board is responsible for providing reporting guidelines regarding quality and depth of reports, meaningfulness and relevancy to internal and external needs.
External reports
The SANBS publishes an annual integrated report and audited financial statements to ensure all stakeholders remain informed. The integrity of the information included in the reports is overseen by the board, with specific areas of reporting reviewed and challenged for appropriateness by the relevant board committees, as well as our internal audit and combined assurance functions.
Information related to the required disclosures appears in our integrated report. This includes matters relating to our strategy and detailed sections about our long-term goals, medium-to long-term targets, stakeholder engagement, governance approach and outlook. Additionally, our governance principles, including the King IV application are included in this chapter.
ROLE AND RESPONSIBILITIES OF THE BOARD
The board serves as the focal point and custodian of corporate governance in the SANBS.
2021
Board charter
Our board performs its duties in overseeing the implementation of the SANBS’ strategy and the achievement of the company's performance targets, goals and objectives within an approved governance framework and board charter that provide for effective risk management, ethical leadership and ethical business practices.
The board charter details the responsibilities of the board and protocols for members to obtain independent external professional advice, requisitioning documentation from, and setting up meetings with management.
Governance framework
Our governance framework sets out our governance structures to ensure that we achieve our strategic and business objectives efficiently, ethically and equitably and within acceptable risk parameters. We regularly review and benchmark our governance structures and processes to ensure they support ethical leadership, good corporate citizenship and sustainable development and are applied in the best interests of the SANBS and our stakeholders.
Our governance framework is reviewed/considered from time-to-time and updated as required. We envisage some tweaks as we consider the most suitable structure in the environment in which we are currently operating. To support our governance framework, we have the necessary policies and processes in place to ensure that all business and functional areas in the SANBS adhere to the essential requirements and governance standards. Our governance framework is outlined on this link () .
Board meetings
Our board meets at least 8 times in the year of which 4 are scheduled meetings and including strategy workshops. A quorum comprises 50% plus one.
Prior to the introduction of Covid-19 social distancing measures and remote-working, board and committee meetings were held in-person at the Constantia Kloof campus. Following the institution of Covid-19 protocols, all board and committee meetings have been held virtually to ensure the safety of board members, employees and their families.
Attendance at our board meetings for the year under review are outlined in our summary of attendance register. ()
Access to and flow of information
Members of the board have unrestricted access to the Executive Committee, senior management and company information, as well as other resources required to carry out their duties and responsibilities.
Access to external specialist advice is available to directors at the SANBS’ expense in line with the board-approved process for obtaining independent professional advice by members of the board.
Key matters considered by the board in FY21
KEY MATTERS FOR CONSIDERATION BY THE BOARD IN FY22
COMPOSITION OF THE BOARD
The board comprises the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.
Skills of our board
The Board comprises of Directors with a wide variety of skills:
Diversity
At SANBS, we consider diversity of race, gender, ethnicity, age, independence, competencies and skill sets, to ensure more robust debate and better decision-making.
Diversity factors are a key consideration taken account by the Nominations Committee when reviewing performance contributions of current members of the board (prior to rotation and re-election at the Annual General Meetings (AGMs)) and in considering new board appointments.
Explicit race and gender targets are considered on an ongoing basis. Currently, our board comprises of 55% female representation and 64% black representation. For details refer to director stats on link ( ).
The board currently comprises of 9 non-executive directors (NEDs) (all of whom are independent) and 2 executive directors, being the Chief Executive Officer (CEO) and the Medical Director (MD). There were changes to the Board following the resignation of 1 director, 2 directors tenure came to an end, and 3 new directors were appointed (one just after year end), to address succession planning and to augment the strength of our board. Our new CEO and MD replaced the former CEO and MD as executive directors on the Board.
The collective background of board members provides a balanced mix of attributes of skills, demographics, gender and experience to enable it to fulfil its governance role and responsibilities objectively and effectively. The board is considered to be of appropriate size and composition.
Our Board comprises of Directors appointed by the Board and others are elected by Council. For details about our directors see Board profiles on this link () where we indicate Donor NEDs and Appointed NEDs.
Board independence
All non-executive directors on the board are independent.
Chairman of the board
Our board Chairman, Ansie Ramalho, was appointed on 22 January 2021. The Chairman provides overall leadership in the conduct of the SANBS’ business undertakings.
Board member onboarding and induction
Induction of newly appointed directors takes place through a customised programme for each director. It includes one-on-one sessions with the Chairman, board members, Chief Executive Officer, members of the Executive Committee and other relevant senior employees. Induction for the new non-executive directors appointed during FY21 took place via virtual, video-conference sessions, given the precautionary Covid-19 pandemic protocols which were in place.
The formal induction process is designed to equip directors with organisation, industry and regulatory information that makes them effective in the shortest possible time. New directors receive company founding documents, manuals, policies, significant reports, legislations etc. One-on-one meetings and site visits are scheduled with management to introduce new directors to its operations.
A director development plan is in the process of being rolled out.
External Advisors
The Board and its respective Committees may engage external advisors at the expense of the Company. The Board has authority to retain, and approve the fees of any external consultants or other external advisors that they determine to be necessary to carry out their duties.
COMMITTEES OF THE BOARD
The board ensures that its arrangements for delegation within its own structures promote independent judgement and assists with the balance of power and the effective discharge of duties.
Board committees
Through the appointment of experienced and skilled independent directors and the separation and distinct definition of the roles and responsibilities of the board Chairman and Chief Executive Officer, the SANBS has established a clear balance of power and authority at board level.
To support our board, as governing body, with its broader steering and oversight role, the board has constituted six board committees:
A summary of the board committees '2021 focus areas, membership for the reporting period and focus for the ensuing year are set out on the link () .
The composition of all board committees is determined and reviewed at least annually by the Board. All board committees should comprise at least three members and while all board members are welcome to attend committee meetings, they do not have voting rights in committees where they are not members.
The board committees’ terms of reference (see summaries on link () are considered annually and where necessary adjustments are made by reallocating responsibility to the most suitable committee. This was last done in January 2021.
The board retains specific authorities other than those delegated in terms of the board charter and the board committees’ terms of references. The retained authorities are as stated in the board charter.
Collective skills and experience
Board committee members are nominated to serve on specific board committees and board subcommittees based on their individual core skills, working experience, track record and time availability. In the case of the Board and each Board subcommittee we seek to ensure the appropriate balance of diverse and complementary expertise and experience.
EVALUATION AND PERFORMANCE OF THE BOARD
The board ensures that the evaluation of its own performance, and that of its committees, its chair and its individual members, supports continued improvement in its performance and effectiveness.
2021
Board evaluations
The board ensures that assessments of the individual directors, the Chairman of the board, the board as a whole and the board committees are conducted to support continued improvement in performance and effectiveness. Assessments are conducted by an external company every 2 years, with the last independent assessment completed during 2021. Overall board performance and that of its committees was considered effective. The board is satisfied that the evaluation process and the action plans in place will continue to improve its performance and effectiveness.
Every alternate year, the Board schedules in its yearly work plan an opportunity for consideration, reflection and discussion of its performance and that of its committees, its Chairperson and its members as a whole Board.
APPOINTMENT AND DELEGATION TO MANAGEMENT
The board ensures the appointment of, and delegation to management contributes to role clarity and the effective exercise of authority and responsibilities.
Delegation of authority
The board has delegated authority for the management of the organisation to the Chief Executive Officer, by way of a formal delegation of authority. In delegating this authority, the board has imposed certain restrictions, conditions and limits on executive authority that it believes to be appropriate.
The Chief Executive Officer has, in turn, sub-delegated authority to the Executive Committee members, who are mandated to further sub-delegate to appropriate officials within the SANBS.
The board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority. The board reviews the delegation of authority regularly and retains the authority to monitor Executive Committee members’ actions and performance.
Chief Executive Officer
In December 2020, Mr Jonathan Louw resigned as the Chief Executive Officer. Effective 1 January 2021, Mr Ravi Reddy was appointed as the new Chief Executive Officer and executive director.
The Chief Executive Officer is appointed by the board, on a permanent basis, reports to the Chairman and is responsible for developing and recommending to the board, a long-term vision and strategy for the strategic development, growth and sustainability of the organisation. In addition, the Chief Executive Officer is responsible for leading executive and operational execution across the organisational business and functional areas.
Succession planning for the Chief Executive Officer position is a board responsibility and is addressed at that level. The Chief Executive Officer’s key performance metrics for the coming year, which are aligned to the iHEALTh strategy and key performance objectives, are approved by the board. The Chief Executive Officer’s performance, in terms of these objectives, is assessed at financial year-end. The Chief Executive Officer is evaluated annually by the board Chairman.
The roles of Chief Executive Officer and Chairman are not the same and are independent of each other.
Chief Financial Officer
The Chief Financial Officer reports directly the Chief Executive Officer. On an annual basis, the Audit Committee considers the experience of the Chief Financial Officer and the adequacy of resources of the finance function. The CFO for the period under review was Tshepi Maesela.
Company Secretary
The Company Secretary, Ms Avril Manduna, was appointed on 1 August 2021. The Company Secretary must provide the board as a whole, and the individual directors, with guidance regarding their duties, responsibilities and authority. The Company Secretary maintains an arm’s length relationship and is not a member of the board. The independence and performance of the Company Secretary is assessed through the board and committee evaluation process. Directors have unlimited access to the Company Secretary for advice and services, and are satisfied with the arrangements in place for them to access professional corporate governance services from the SANBS, post the recent appointment of Avril.
Governance of functional areas
RISK GOVERNANCE
The board governs risk in a way that supports the SANBS in setting and achieving its strategic objectives.
2021
SANBS has established risk management as an integral component of business processes and embraces risk as an essential enabler for setting and achieving its strategic objectives and purpose of being ‘Trusted to Save Lives’. Risk management is governed by an Enterprise Risk Management (ERM) Framework which provides a solid foundation to guide the organisation in embedding structured risk management processes to deliver sustained value. As an essential health service provider of blood products and services, it is prudent that SANBS protects its donors and stakeholders from the potential adverse effects of risk and has therefore adopted a risk-averse tolerance level. SANBS follows an iterative and dynamic risk management process to ensure ongoing identification and evaluation of risks and opportunities in response to a continually evolving and rapidly changing internal and external environment. Risks and opportunities are also identified through stakeholder engagement.
Combined Assurance Model
Our risk management systems include a well-developed risk management framework, which forms part of our broader combined assurance model. Our ‘four lines of assurance’ combined assurance model is outlined on this link ().
Risk oversight
The Risk, Technology and Information Governance Committee (RTIG), on behalf of the board, ensures oversight over the governance of risk by setting the direction for how the SANBS’ risk and opportunity management should be approached and addressed.
As part of the RTIG quarterly reporting, the risk appetite dashboard includes both risks and opportunities and is set to ensure that the company achieves its strategic and financial objectives. The RTIG holds quarterly meetings at which pertinent risk-related matters (including reviews of the recovery plan, business continuity, disaster recovery, and business risk exposures) and governance processes are addressed. Levels of potential loss and appetite towards risk are also included as part of the quarterly risk appetite reporting and the annual risk appetite policy approval process.
The board undertakes its own independent assessment of top risks on a regular basis, to ensure that risks are identified, monitored and managed for the SANBS to achieve its strategic objectives.
SANBS’ Risk Management function is outsourced.
Our FY21 top risks
During the year under review, the following top risks were identified in order of ranking (the rankings in brackets denote each top risk’s ranking in FY20, for comparative purposes):
For details of our risk management and top risks refer to the risks and opportunities ().
Also refer to the Risk, Technology and Information Governance Committee report .
INFORMATION AND TECHNOLOGY GOVERNANCE
The board governs technology and information in a way that supports the SANBS setting and achieving its strategic objectives.
2021
Information and technology
To ensure a resilient, efficient and digitally capable organisation, information and technology are integral components of the iHEALTh strategy.
The Risk, Technology and Information Governance committee assumes responsibility for the governance and direction of how technology and information should be approached and addressed within the organisation. This committee, separate from the Audit Committee, well constituted with directors who have strong IT skills and experience, ensure that the important subjects of technology and information management get the attention that both require in a rapidly digitised and technologically advanced environment.
A formalised information technology governance strategy is achieved through a well-established IT Governance Framework and the SANBS’ outsourced Internal Audit Department conducts regular IT governance audits to provide assurance on the effectiveness of the internal control environment. SANBS considers its technology and information management risks on an ongoing basis during the risk monitoring processes. The focus on technology governance and enabling technology, is especially heightened due to the organisation’s focus on digitisation, AI and automation. With several key high-risk strategic IT projects underway, oversight and monitoring of technological innovation is imperative to mitigate associated risks and deliver on the iHEALTh strategy.
The RTIG Committee is responsible for governance of the SANBS’ information technology (IT) investment requirements, while the SANBS’ CIO manages the operational aspects of the organisation’s IT requirements and ensures effective management of the IT strategy.
The IT operational update (which covers, stability, change delivery, security, human capital, finance and enterprise architecture, risks and dependencies pertaining to third parties and outsourced service providers) is monitored by the Executive Committee.
The SANBS has made significant investment in its technology and information environment in recent years, specifically in terms of:
Refer to the RTIG Committee report of the integrated report.
Refer to Board focus areas 2021 and 2022 as detalied in Principle 6.
COMPLIANCE GOVERNANCE
The board governs compliance with applicable laws, and adopted non-binding rules, codes and standards in a way that supports the SANBS being ethical and a good corporate citizen.
2021
Compliance oversight
Complying with all applicable legislation, regulations, standards and codes is core to the SANBS’ values and culture and is crucial to us achieving our strategy, purpose and vision. SANBS, as a responsible corporate citizen, upholds high standards in compliance management to protect SANBS from the adverse effects of non-compliance and legislative breaches. A Board approved Compliance Management Policy and Manual guides the organisation on its approach for achieving compliance to both internal and external legislative requirements.
SANBS verifies its scope of laws, regulations and standards of compliance in a Regulatory Universe on an annual basis and through its committees, assesses levels of compliance quarterly with key requirements. In addition, with the aid of a software solution (Exclaim), the regulatory landscape is constantly reviewed for changes to existing legislation, as well as new legislation to ensure SANBS is made timeously aware of changes and impacts in order to respond proactively to meet requirements. This software allows us to perform compliance monitoring on key legislation.
The board has delegated oversight over compliance management to the RTIG and for medical compliance to Clinical Governance Committee (GSEC) , which reviews amongst others things the status of compliance risk management in SANBS as well as any areas of non-compliance. The Compliance and Ethics Officer, on a quarterly basis reports on, among others, the status of compliance risk management in the SANBS, significant areas of non-compliance, if any.
The compliance function distinguishes between general legislative or regulatory requirements and non-binding rules, codes and standards. Monitoring and reporting within the compliance function entails a formal, risk-based approach. Medical compliance is significant in an organisation like the SANBS and is managed by Risk and Compliance in the Medical Division. Achieving, maintaining and sustaining medical compliance is subject to regular inspections/compliance reviews/conformance with various health standards and accreditations.
Refer to the GSEC and RTIG committee reports ( ).
Refer to Principle 2 ( ) of this integrated report in which we outline our approach to ethics.
REMUNERATION GOVERNANCE
Compliance Governance
The board ensures that the SANBS remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.
Governance of remuneration matters
Governance of fair, responsible and transparent remuneration falls under the scope of the Human Resources division under the oversight of the Human
Resources and Remuneration Committee, which in turn advises the Board. SANBS has a Remuneration and Employment Policy that articulates SANBS’ direction on fair, transparent and responsible remuneration so as to enable organisational performance and sustainability. The Non-Executive Director Remuneration Policy sets out key principles of Non-Executive Directors (NEDs) fees. The main objective is to ensure that the organisation’s
remuneration policies and practices are fair, competitive and in line with best practice and correctly disclosed. The Human Resources and Remuneration Committee engages independent remuneration service consultants to review and benchmark remuneration levels of both the NED and Exco members on a regular basis. The organisation similarly conducts benchmarking of employee remuneration.
Employees’ performance objectives are linked directly to the achievement of strategic objectives through defined KPIs and KPAs incorporated into Balanced Scorecards aligned to the overall iHEALTh organisational Scorecard. The board approves the business targets at the beginning of every financial year and the reviews the results at the end of the year before making final decision regarding payment of any incentives (if applicable). The bonus pool is similarly agreed together with the budget. Payments of incentives are subject to affordability, the company achieving its performance objectives and individual performance.
The board has delegated responsibility for oversight of its remuneration practices to its Human Resources and Remuneration Committee (HR & Remcom). The organisation recognises the importance of attracting and retaining individuals of the highest calibre with appropriate skills and, therefore, its remuneration practices seek to fulfil these requirements.
The HR & Remcom regularly reviews the board-approved remuneration framework, which comprises the SANBS’ remuneration philosophy, remuneration policy and best remuneration practices.
The HR & Remcom reviews the fees payable to the SANBS’ NEDs every second year, for recommendation to the HR & Remcom and the board. The proposed fees are then presented to the Council for approval at its AGM.
Details on remuneration and NED fees are disclosed in this report. See our remuneration report link ()
Refer to the detailed HR & Remcom Committee report
() of this integrated report in which we outline our approach to ethics.
ASSURANCE
The board ensures that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the SANBS’ external reports.
2021
Combined assurance
SANBS has adopted a combined assurance model that is risk-based and that covers strategy level risks and related material matters. Combined Assurance is integrated in all assurance disciplines throughout SANBS, including Risk, Compliance, Management functions, Internal Assurance processes, Internal Audit and External Audit, regulatory inspectors and other assurance providers.
The activities of assurance providers are coordinated to provide assurance on, and enable the effectiveness of the internal control environment. A Combined Assurance Forum was established to coordinate Combined Assurance within SANBS. The Forum is chaired by the Chief Financial Officer (CFO) which in turn reports to the Audit Committee whose authority has been delegated by the board.
The Audit Committee ensures that the SANBS applies a coordinated approach to all assurance activities. It reviews the plans and work outputs of the external and internal auditors and concludes on their adequacy to address all significant financial risks facing the business which can impair the integrity of information used for decision-making and external reporting.
The Audit Committee is responsible for overseeing the adequacy of the performance of the outsourced internal audit function and adequacy of its resources. It reviews and approves the annual internal audit charter and audit plan, and evaluates the independence, effectiveness and performance of the internal audit function and its compliance with its charter.
The Committee also reviews significant issues raised during the internal audit processes and the adequacy of corrective action in response to such findings.
Refer to the activities of the Audit Committee () .
Refer to the combined assurance model below:
Stakeholder relationships
In the execution of its governance role and responsibilities, the board adopts a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interest of the SANBS over time.
Stakeholder management
The Board considers the legitimate interests of all stakeholders in discharging its duties and when acting in the best interest of SANBS. We recognise that value is not created by or within the organisation alone, and that our relationships are part of the capital and resources that we rely on. That is why stakeholders are prioritised in our strategic intent and execution. This stakeholder-inclusive approach that ensures all stakeholder needs, interests and expectations are considered and factored into strategic, operational and risk decision making processes.
We have recently engaged our stakeholders through a survey, the results of which we are still analysing. The Communications and Marketing Office in conjunction with SANBS Management guides the processes aimed at assisting SANBS achieving general public and stakeholder endorsement as a leading provider of blood, blood products and world-class research and training.
Our integrated report aims to provide our stakeholders with a concise, material, transparent and digestible assessment of our governance, strategy, performance and prospects, delivering sustained value for the future.
Every part of our business interacts with stakeholders and these stakeholder relationships, directly and indirectly, impact our business, our reputation and our ability to create value for our stakeholders. The Governance, Social, and Ethics and Committee oversees the SANBS’ approach to stakeholder engagement.
Through our stakeholder engagement processes, the SANBS is committed to understanding and being responsive to the interests and expectations of stakeholders. The SANBS’ stakeholder engagement report is tabled quarterly at the GSEC.
Refer to the GSEC report () .
Refer to our stakeholder management approach () .