OUR GOVERNANCE

GOVERNANCE PHILOSOPHY

OUR GOVERNANCE

GOVERNANCE PHILOSOPHY

Good governance underpins our value creation

The Board of SANBS serves as the focal point and custodian of corporate governance in the company. The way in which it performs its duties sets the tone for ethical and effective leadership and it endeavours to display the characteristics of integrity, competence, responsibility, accountability, fairness and transparency.

The Board exercises its leadership role by:
  • Steering the company and setting its strategic direction
  • Approving policy and planning which give effect to the direction provided
  • Overseeing and monitoring of implementation and execution by management
  • Ensuring accountability for the company’s performance by means of reporting and disclosure
 
For the year ended 31 March 2022 the Board is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, King IV and other applicable regulatory and legislative requirements.

Good governance underpins our value creation

The Board of SANBS serves as the focal point and custodian of corporate governance in the company. The way in which it performs its duties sets the tone for ethical and effective leadership and it endeavours to display the characteristics of integrity, competence, responsibility, accountability, fairness and transparency.

The Board exercises its leadership role by:
  • Steering the company and setting its strategic direction
  • Approving policy and planning which give effect to the direction provided
  • Overseeing and monitoring of implementation and execution by management
  • Ensuring accountability for the company’s performance by means of reporting and disclosure
 
For the year ended 31 March 2022 the Board is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, King IV and other applicable regulatory and legislative requirements.

We believe that Corporate Governance is key to:

CORPORATE GOVERNANCE

An ethical organisational culture

Good performance and creation of value for the SANBS and it’s 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 legitmacy (a social license to operate), a good reputation and trust with its stakeholders

We believe that Corporate Governance is key to:

CORPORATE GOVERNANCE

An ethical organisational culture

Good performance and creation of value for the SANBS and it’s 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 legitmacy (a social license to operate), a good reputation and trust with its stakeholders

King IV underpins 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
  • Strategy, performance and reporting
  • Governing structures and delegation of authority
  • Governance of functional areas
  • Stakeholder relationships

In the tables that follow we give a comprehensive overview  of what we have in place at SANBS in response to the requirements of King IV, which committees have oversight, or monitor these,  and what our planned focus  is going forward.
King IV underpins 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
  • Strategy, performance and reporting
  • Governing structures and delegation of authority
  • Governance of functional areas
  • Stakeholder relationships

In the tables that follow we give a comprehensive overview  of what we have in place at SANBS in response to the requirements of King IV, which committees have oversight, or monitor these,  and what our planned focus  is going forward.

Giving effect to corporate governance/alignment to King IV principles

Leadership, ethics and corporate citizenship

LEADERSHIP | PRINCIPLE 1 applied

The Board leads SANBS ethically and effectively.

Summary of the arrangements for leading ethically and effectively


  • Disclosure of conflicts of interest
  • Performance evaluations of the Board, Committees and members

Key areas of focus during the reporting period



Measures taken to monitor ethical and effective leadership and how the outcomes were addressed

  • Updating  committee TOR’s
  • Board and committee evaluations every two years
  • Implementing Board evaluation recommendations

Planned areas of future focus



Giving effect to corporate governance / alignment to King IV principles

Leadership, ethics and corporate citizenship

LEADERSHIP | PRINCIPLE 1 applied

The Board leads SANBS ethically and effectively.

Summary of the arrangements for leading ethically and effectively

  • Disclosure of conflicts of interest
  • Performance evaluations of the Board, Committees and members

Key areas of focus during the reporting period

Measures taken to monitor ethical and effective leadership and how the outcomes were addressed

  • Updating  committee TOR’s
  • Board and committee evaluations every two years
  • Implementing Board evaluation recommendations

Planned areas of future focus <

ETHICS | PRINCIPLE 2 applied

The Board governs ethics of SANBS in a way that supports an ethical culture.

Summary of the arrangements for governing and managing ethics

  • SANBS Ethics Strategy Management Plan
  • Code of Ethics
  • Governance structure with clear DoA to ensure an ethical culture
  • Procurement Policies and Practices
  • Training
  • Statement of commitment to ethical leadership
  • Ethics Implementors’ toolkit
  • Whistleblowing hotline investigations
  • Oversight of implementation of the Ethics Strategy Management Plan and Code of Ethics through the Compliance and Ethics Officer

Key areas of focus during the reporting period


Measures taken to monitor organisational ethics and how the outcomes were addressed

  • Monitoring the investigation of incidents reported through the whistleblowing hotline

Planned areas of future focus


ETHICS | PRINCIPLE 2 applied

The Board governs ethics of SANBS in a way that supports an ethical culture.

Summary of the arrangements for governing and managing ethics

  • SANBS Ethics Strategy Management Plan
  • Code of Ethics
  • Governance structure with clear DoA to ensure an ethical culture
  • Procurement Policies and Practices
  • Training
  • Statement of commitment to ethical leadership
  • Ethics Implementors’ toolkit
  • Whistleblowing hotline investigations
  • Oversight of implementation of the Ethics Strategy Management Plan and Code of Ethics through the Compliance and Ethics Officer

Key areas of focus during the reporting period

Measures taken to monitor organisational ethics and how the outcomes were addressed

  • Monitoring the investigation of incidents reported through the whistleblowing hotline

Planned areas of future focus

RESPONSIBLE CORPORATE CITIZENSHIP | PRINCIPLE 3 applied

The Board ensures that SANBS is and is seen to be a responsible corporate citizen.

Summary of the arrangements for governing and managing corporate citizenship

  • Strategy aligned to support UN 2030 Sustainable Development Goals (SDGs)
  • SANBS’ Greening Strategy
  • Social, economic, transformation, and environmental considerations

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


RESPONSIBLE CORPORATE CITIZENSHIP | PRINCIPLE 3 applied

The Board ensures that SANBS is and is seen to be a responsible corporate citizen.

Summary of the arrangements for governing and managing corporate citizenship

  • Strategy aligned to support UN 2030 Sustainable Development Goals (SDGs)
  • SANBS’ Greening Strategy
  • Social, economic, transformation, and environmental considerations

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

STRATEGY AND PERFORMANCE | PRINCIPLE 4 applied

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.

Summary of the arrangements for governing and managing strategy and performance

  • A five-year strategy, supported by detailed Board strategic planning sessions
  • A fully integrated strategy, risk and opportunity and performance management process
  • Execution of strategy is delegated to the CEO
  • Adequate budget and resources to deliver strategy
  • Board assessment of the SANBS’ performance against the strategic targets and overall strategy

Key areas of focus during the reporting period



Measures taken to monitor strategy and performance and how the outcomes were addressed

  • Strategy, objectives and emerging risks consideration sessions between Board and Exco
    • Oversight by Board committee
  • Applicable matters included in iHEALTh and tracked through KPI’s
  • iHEALTh (Strategy)
  • Performance

Planned areas of future focus



Strategy, performance and reporting

STRATEGY AND PERFORMANCE | PRINCIPLE 4 applied

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.

Summary of the arrangements for governing and managing strategy and performance

  • A five-year strategy, supported by detailed Board strategic planning sessions
  • A fully integrated strategy, risk and opportunity and performance management process
  • Execution of strategy is delegated to the CEO
  • Adequate budget and resources to deliver strategy
  • Board assessment of the SANBS’ performance against the strategic targets and overall strategy

Key areas of focus during the reporting period

Measures taken to monitor strategy and performance and how the outcomes were addressed

  • Strategy, objectives and emerging risks consideration sessions between Board and Exco
    • Oversight by Board committee
  • Applicable matters included in iHEALTh and tracked through KPI’s
  • iHEALTh (Strategy)
  • Performance

Planned areas of future focus

REPORTING | PRINCIPLE 5 applied

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.

  • 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 meet internal and external needs 

External reports

  • The SANBS publishes an annual integrated report and audited financial statements (LINK) 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 the internal functions with the AFS being assured by external audit
  • 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 and our governance principles, including the application of King IV

REPORTING | PRINCIPLE 5 applied

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.

  • 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 meet internal and external needs 

External reports

  • The SANBS publishes an annual integrated report and audited financial statements (LINK) 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 the internal functions with the AFS being assured by external audit
  • 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 and our governance principles, including the application of King IV
Principle 6 - Role & responsibilities of the board
Principle 6 - Role & responsibilities of the board

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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.

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.