Board committees’ current and future focus

Board Committee Focus 2021/2022 and Outlook for the Year Ahead

Board committees’ current and future focus

Board Committee Focus 2021/2022 and Outlook for the Year Ahead

Giving effect to corporate governance/alignment to King IV principles

COMMITTEES OF THE BOARD | PRINCIPLE 8 applied

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.

Giving effect to corporate governance / alignment to King IV principles

COMMITTEES OF THE BOARD | PRINCIPLE 8 applied

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.

Governance, Social and Ethics Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

  • G Leong (Chair) (from 2 December 2021)
  • S Fakie (Chair) (stood down from 2 December 2021)
  • A Ramalho
  • Dr M Vaithilingum (stood down from 2 December 2021)
  • T Mokgatlha (from 2 December 2021)
  • P Mthethwa
  • B Damons (outside co-opted member)
  • R Reddy

Gary Leong CHAIRPERSON

Role

The overarching role of the Committee entails discharging its statutory duties by ensuring that the Company acts ethically and that there is an ethical culture with regards to:
    • Sustainable development
    • Corporate citizenship
    • 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 Human Resources and Remuneration Committee that this responsibility has been adequately addressed.
  • With regards to the safety of employees particularly in relation to the production of safe blood, the Committee is entitled to rely on the oversight of the Clinical Governance Committee (“CGC”) but should at least annually obtain assurances from the CGC that this responsibility has been adequately addressed

Declaration

The committee has executed its responsibilities in accordance with an approved mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

  • Monitoring safety incidents and ongoing programmes to improve the health, safety and wellness of SANBS employees
  • Oversight of the safety and environment risk assessment
  • Monitoring the greening initiatives dashboard to manage SANBS’ environmental impact
  • Ongoing development and monitoring of the B-BBEE programme to improve the B-BBEE score with a focus on enterprise and supplier development
  • Oversight of the appointment of a Stakeholder Manager to facilitate integration and tracking of the stakeholder strategy and plan
  • Received the stakeholder engagement register of interactions with the various stakeholders and considered results of the stakeholder engagement survey and action plans to address areas of improvement
  • Reviewed governance documents and policies to continually improve and embed good governance and the structural arrangements that support it:
    • GSEC terms of reference
    • Policy and Procedure Management Policy
    • Anti-Fraud and Anti-Corruption Policy
    • Privacy policy
    • Governance framework
    • Board charter
  • Oversight of implementation of the Ethics Strategy Management Plan
  • 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

Future focus areas (1 April 2022 to 31 March 2023)

  • Monitor progress to achieve objectives of the integrated Ethics and Culture Programme
  • Consideration of the revised Code of Ethics
  • Monitor progress with implementation of the SANBS Stakeholder engagement strategy
  • Ongoing monitoring of the Safety and Environment Integrity Report
  • Formalisation of a fair and equitable Donations Policy

Risks

R-9.png
R-10
R-11

Capitals

man-capital-red
social-capital-red
natural-capital-red
int-capital-red

King IV™

k-1
k-2
k-3
k-16

Stakeholders

regulators-stake
employee-stakeholder-icon
donors

Governance, Social and Ethics Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

  • G Leong (Chair) (from 2 December 2021)
  • S Fakie (Chair) (stood down from 2 December 2021)
  • A Ramalho
  • Dr M Vaithilingum (stood down from 2 December 2021)
  • T Mokgatlha (from 2 December 2021)
  • P Mthethwa
  • B Damons (outside co-opted member)
  • R Reddy

Gary Leong CHAIRPERSON

Role

The overarching role of the Committee entails discharging its statutory duties by ensuring that the Company acts ethically and that there is an ethical culture with regards to:
    • Sustainable development
    • Corporate citizenship
    • 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 Human Resources and Remuneration Committee that this responsibility has been adequately addressed.
  • With regards to the safety of employees particularly in relation to the production of safe blood, the Committee is entitled to rely on the oversight of the Clinical Governance Committee (“CGC”) but should at least annually obtain assurances from the CGC that this responsibility has been adequately addressed

Declaration

The committee has executed its responsibilities in accordance with an approved mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

  • Monitoring safety incidents and ongoing programmes to improve the health, safety and wellness of SANBS employees
  • Oversight of the safety and environment risk assessment
  • Monitoring the greening initiatives dashboard to manage SANBS’ environmental impact
  • Ongoing development and monitoring of the B-BBEE programme to improve the B-BBEE score with a focus on enterprise and supplier development
  • Oversight of the appointment of a Stakeholder Manager to facilitate integration and tracking of the stakeholder strategy and plan
  • Received the stakeholder engagement register of interactions with the various stakeholders and considered results of the stakeholder engagement survey and action plans to address areas of improvement
  • Reviewed governance documents and policies to continually improve and embed good governance and the structural arrangements that support it:
    • GSEC terms of reference
    • Policy and Procedure Management Policy
    • Anti-Fraud and Anti-Corruption Policy
    • Privacy policy
    • Governance framework
    • Board charter
  • Oversight of implementation of the Ethics Strategy Management Plan
  • 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

Future focus areas (1 April 2022 to 31 March 2023)

  • Monitor progress to achieve objectives of the integrated Ethics and Culture Programme
  • Consideration of the revised Code of Ethics
  • Monitor progress with implementation of the SANBS Stakeholder engagement strategy
  • Ongoing monitoring of the Safety and Environment Integrity Report
  • Formalisation of a fair and equitable Donations Policy

Risks

R-9.png
R-10
R-11

Capitals

man-capital-red
social-capital-red
natural-capital-red
int-capital-red

King IV™

k-1
k-2
k-3
k-16

Stakeholders

regulators-stake
employee-stakeholder-icon
donors

Nomination Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

  • T Mokgatlha (Chair) (from 2 December 2021)
  • A Ramalho (Chair until 2 December 2021)
  • Dr J Black (joined 2 December 2021)
  • Dr P Knox (until 20 November 2021)
  • P Mthethwa
  • Rob Theunissen (until 20 November 2021)
  • Dr M Vaithilingum (joined 2 December 2021)

T. Mokgatlha cHAIRPERSON

Role

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
  • Qualified directors are identified for nomination, election and appointment to the Board through a formal and transparent process
  • There is an established and maintained Board continuity programme

Declaration

The committee has executed its responsibilities in accordance with an approved mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

  • 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:
    • Dr John Black who was appointed as a donor Non-executive Director
    • Ms Caroline Henry was appointed as a donor Non-Executive Director (commercial background)
  • Oversight of the induction programme for new Board members
  • Reviewed the Committee Terms of Reference
  • Recommended the Guidelines for Co-opted members to various Board Committees to the Board for final approval
  • Requested that the skill set of the Co-opted members be tabled in future. Succession planning for co-opted members will be discussed at the relevant Committee meetings going forward
  • Formalisation of a Director Development Training Programme and consideration for specific individual training courses
  • Review of Board composition (including the Board Rotation Schedule  and Board Skills Matrix)
  • Consideration of the tenure of current Directors, in light of Board Succession Planning requirements, as a result of Directors and/or co-opted Board Members retiring in the near future
  • Consideration of feedback from the Evaluation Report and noted the action plan to address focus areas identified

Future focus areas (1 April 2022 to 31 March 2023)

  • Monitor the performance of the Board against targets for race and gender representation
  • Recommend donor director appointments to fill vacancies
  • Ongoing identification, assessment and vetting of candidates prior to nomination as directors
  • Review of the Memorandum of Incorporation
  • Committee focus areas identified from the independent committee evaluation:
    • Engaging National Council to ensure that the nomination processes are accepted
    • Board succession planning – for replacement of directors whose tenure is coming to an end
    • Director development and training
    • Ensuring the newer directors understand the complexities of SANBS business

Risks

Capitals

human-capital-red
int-capital-red
social-capital-red

King IV™

Stakeholders

Nomination Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

  • T Mokgatlha (Chair) (from 2 December 2021)
  • A Ramalho (Chair until 2 December 2021)
  • Dr J Black (joined 2 December 2021)
  • Dr P Knox (until 20 November 2021)
  • P Mthethwa
  • Rob Theunissen (until 20 November 2021)
  • Dr M Vaithilingum (joined 2 December 2021)

T. Mokgatlha cHAIRPERSON

Role

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
  • Qualified directors are identified for nomination, election and appointment to the Board through a formal and transparent process
  • There is an established and maintained Board continuity programme

Declaration

The committee has executed its responsibilities in accordance with an approved mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

  • 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:
    • Dr John Black who was appointed as a donor Non-executive Director
    • Ms Caroline Henry was appointed as a donor Non-Executive Director (commercial background)
  • Oversight of the induction programme for new Board members
  • Reviewed the Committee Terms of Reference
  • Recommended the Guidelines for Co-opted members to various Board Committees to the Board for final approval
  • Requested that the skill set of the Co-opted members be tabled in future. Succession planning for co-opted members will be discussed at the relevant Committee meetings going forward
  • Formalisation of a Director Development Training Programme and consideration for specific individual training courses
  • Review of Board composition (including the Board Rotation Schedule  and Board Skills Matrix)
  • Consideration of the tenure of current Directors, in light of Board Succession Planning requirements, as a result of Directors and/or co-opted Board Members retiring in the near future
  • Consideration of feedback from the Evaluation Report and noted the action plan to address focus areas identified

Future focus areas (1 April 2022 to 31 March 2023)

  • Monitor the performance of the Board against targets for race and gender representation
  • Recommend donor director appointments to fill vacancies
  • Ongoing identification, assessment and vetting of candidates prior to nomination as directors
  • Review of the Memorandum of Incorporation
  • Committee focus areas identified from the independent committee evaluation:
    • Engaging National Council to ensure that the nomination processes are accepted
    • Board succession planning – for replacement of directors whose tenure is coming to an end
    • Director development and training
    • Ensuring the newer directors understand the complexities of SANBS business

Risks

Capitals

human-capital-red
int-capital-red
social-capital-red

King IV™

Stakeholders

Risk, Technology and Information Governance Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

Members
  • F Burn
  • A Ramalho (from 2 December 2021)
  • C Henry (appointed 20 November 2021)
  • G Leong

Executives
  • R Reddy
  • K van den Berg

Faith Burn cHAIRPERSON

Role

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 risk governance
  • Technology and Information governance

Declaration

The committee has executed its responsibilities in accordance with a defined mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

Oversight focussed on:

  • Completion of phase 2 of the Business Continuity Management Project, including testing
  • Successful insurance renewal
  • Progress with the drone programme following the approval by the Civil Aviation Authority (CAA) to deploy drones and appointment of a Drone Medical Cargo partner
  • Approval by the POPI Information Regulator for formal exemption in respect of processing special information for donors between 16 – 18 years
  • A complete review of the impact severity rating scale to determine the severity of impact of risks on the strategic (iHEALTh) objectives
    • All strategy level risks, causes and treatment actions have been captured on the CURA system
    • Oversight of key risks in the Strategy Level Risk Register
  • Assuming responsibility for compliance risk governance (previously reported to GSEC)
  • Cyber risk - proactive notification of threats and risks associated with information security

Monitoring of key projects with potentially high risks and high strategic importance namely:
  • Enterprise Resource Planning (ERP) System migration to SAP S4HANA
  • Status of Drone Project
  • Successful delivery milestones relating to the Blood Establishment Computer System (BECS) and recovery plan to mitigate implementation delays
  • Change management and change impact assessments with respect to the adoption of new BECS processes
  • Compliance management programme

Ongoing consideration of technology and information including:
  • Large-scale projects described above
  • Performance and availability of IT services
  • Process improvements to optimise the SANBS’ inventory management system
  • Assessment of the maturity of information governance
  • Further implementation of strategic technology initiatives to automate business operations
  • Continued strengthening of compliance with the Protection of Personal Information Act (POPIA)

Future focus areas (1 April 2022 to 31 March 2023)

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

  • Strategic projects – BECS implementation and change management, the upgrade of the SAP system, procurement solution, drone project, inventory optimisation project
  • The continued growth in maturity of enterprise risk management
  • Continued enhancement of procurement processes and contract management
  • Continued growth in maturity of the Compliance Function and review of compliance monitoring reports
  • Monitoring the Strategy Level Risk Register and emerging risks
  • Proactive monitoring of changes in the regulatory environment
In the technology and information domain focus will include:
  • Implementation of information governance improvements to address gaps raised in the maturity assessment
  • Cyber security – continuous monitoring of our Cyber security posture through surveillance and reporting of cyberthreats, using insights to continually fortify controls around access to and use of computing resources (computers, networks, data) and monitoring compliance

Risks

R-1
R-2
R-3
R-4
R-5
R-6-1.png
R-7.png
R-8
R-9.png
R-10.png

Capitals

man-capital-red
int-capital-red
finance-capital-red

King IV™

k-11
k-12
k-13

Stakeholders

suppliers
medical-stake
donors
blood-partners

Risk, Technology and Information Governance Committee

Members of the Committee over the period 1 April 2021 to 31 March 2022

Members
  • F Burn
  • A Ramalho (from 2 December 2021)
  • C Henry (appointed 20 November 2021)
  • G Leong

Executives
  • R Reddy
  • K van den Berg

Faith Burn cHAIRPERSON

Role

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 risk governance
  • Technology and Information governance

Declaration

The committee has executed its responsibilities in accordance with a defined mandate.

Key focus areas for the period under review (1 April 2021 to 31 March 2022)

Oversight focussed on:

  • Completion of phase 2 of the Business Continuity Management Project, including testing
  • Successful insurance renewal
  • Progress with the drone programme following the approval by the Civil Aviation Authority (CAA) to deploy drones and appointment of a Drone Medical Cargo partner
  • Approval by the POPI Information Regulator for formal exemption in respect of processing special information for donors between 16 – 18 years
  • A complete review of the impact severity rating scale to determine the severity of impact of risks on the strategic (iHEALTh) objectives
    • All strategy level risks, causes and treatment actions have been captured on the CURA system
    • Oversight of key risks in the Strategy Level Risk Register
  • Assuming responsibility for compliance risk governance (previously reported to GSEC)
  • Cyber risk - proactive notification of threats and risks associated with information security

Monitoring of key projects with potentially high risks and high strategic importance namely:
  • Enterprise Resource Planning (ERP) System migration to SAP S4HANA
  • Status of Drone Project
  • Successful delivery milestones relating to the Blood Establishment Computer System (BECS) and recovery plan to mitigate implementation delays
  • Change management and change impact assessments with respect to the adoption of new BECS processes
  • Compliance management programme

Ongoing consideration of technology and information including:
  • Large-scale projects described above
  • Performance and availability of IT services
  • Process improvements to optimise the SANBS’ inventory management system
  • Assessment of the maturity of information governance
  • Further implementation of strategic technology initiatives to automate business operations
  • Continued strengthening of compliance with the Protection of Personal Information Act (POPIA)

Future focus areas (1 April 2022 to 31 March 2023)

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

  • Strategic projects – BECS implementation and change management, the upgrade of the SAP system, procurement solution, drone project, inventory optimisation project
  • The continued growth in maturity of enterprise risk management
  • Continued enhancement of procurement processes and contract management
  • Continued growth in maturity of the Compliance Function and review of compliance monitoring reports
  • Monitoring the Strategy Level Risk Register and emerging risks
  • Proactive monitoring of changes in the regulatory environment
In the technology and information domain focus will include:
  • Implementation of information governance improvements to address gaps raised in the maturity assessment
  • Cyber security – continuous monitoring of our Cyber security posture through surveillance and reporting of cyberthreats, using insights to continually fortify controls around access to and use of computing resources (computers, networks, data) and monitoring compliance

Risks

R-1
R-2
R-3
R-4
R-5
R-6-1.png
R-7.png
R-8
R-9.png
R-10.png

Capitals

man-capital-red
int-capital-red
finance-capital-red

King IV™

k-11
k-12
k-13

Stakeholders

suppliers
medical-stake
donors
blood-partners
EVALUATION AND PERFORMANCE OF THE BOARD
EVALUATION AND PERFORMANCE OF THE BOARD

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  • 1 Constantia Boulevard Constantia Kloof, Roodepoort, 1709
  • (011) 761-9000
  • customerservice@sanbs.org.za

Main Links

Ⓒ 2022 - All Rights Are Reserved. SANBS Integrated Report. Created by Joshero (Pty) Ltd.

Head Office

  • 1 Constantia Boulevard Constantia Kloof, Roodepoort, 1709
  • (011) 761-9000
  • customerservice@sanbs.org.za

Main Links

Ⓒ 2022 - All Rights Are Reserved. SANBS Integrated Report. Created by Joshero (Pty) Ltd.