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.

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 Chairperson and Chief Executive Officer, the SANBS has established a clear balance of power and authority at Board level.
  • To support our Board, as the governing body, with its broader steering and oversight role, the Board has constituted six Board committees:
    • Audit Committee
    • Governance, Social and Ethics Committee
    • Human Resources and Remuneration Committee
    • Clinical Governance Committee
    • Nomination Committee
    • Risk, Technology and Information Governance Committee
  • Detailed committee reports are contained in the Governance report and provide members names, focus for the period under review and focus for the FY23. A summary of the Board committees 2022 focus areas, membership for the reporting period and focus for the ensuing year are set out in the Board Committee’s  Reports.

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.

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 Chairperson and Chief Executive Officer, the SANBS has established a clear balance of power and authority at Board level.
  • To support our Board, as the governing body, with its broader steering and oversight role, the Board has constituted six Board committees:
    • Audit Committee
    • Governance, Social and Ethics Committee
    • Human Resources and Remuneration Committee
    • Clinical Governance Committee
    • Nomination Committee
    • Risk, Technology and Information Governance Committee
  • Detailed committee reports are contained in the Governance report and provide members names, focus for the period under review and focus for the FY23. A summary of the Board committees 2022 focus areas, membership for the reporting period and focus for the ensuing year are set out in the Board Committee’s  Reports.

AUDIT COMMITTEE

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

  • S Fakie (Chair) (from 20 November 2021)
  • R Theunissen (Chair) (retired 20 November 2021)
  • F Burn
  • C Henry (from 2 December 2021)
  • G Leong (stood down 2 December 2021)
  • T Mokgatlha

Shauket Fakie CHAIRPERSON

Role

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

Declaration

The Committee reports that for the year ended 31 March 2022, 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.

Risks

Capitals

King IV™

Stakeholders

AUDIT COMMITTEE

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

  • S Fakie (Chair) (from 20 November 2021)
  • R Theunissen (Chair) (retired 20 November 2021)
  • F Burn
  • C Henry (from 2 December 2021)
  • G Leong (stood down 2 December 2021)
  • T Mokgatlha

Shauket Fakie CHAIRPERSON

Role

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

Declaration

The Committee reports that for the year ended 31 March 2022, 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.

Risks

Capitals

King IV™

Stakeholders

Human Resources & Remuneration Committee

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

  • P Mthethwa
  • G Leong
  • S Fakie
  • T Mokgatlha (until 2 December 2021)
  • A Ramalho (from 2 December 2021)
  • R Theunissen (until 20 November 2021)

P Mthethwa CHAIRPERSON

Role

The overarching role of the Committee entails assisting the Board in ensuring that:

  • A 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 fair and responsible

Declaration

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

Risks

Capitals

King IV™

Stakeholders

Human Resources & Remuneration Committee

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

  • P Mthethwa
  • G Leong
  • S Fakie
  • T Mokgatlha (until 2 December 2021)
  • A Ramalho (from 2 December 2021)
  • R Theunissen (until 20 November 2021)

P Mthethwa CHAIRPERSON

Role

The overarching role of the Committee entails assisting the Board in ensuring that:

  • A 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 fair and responsible

Declaration

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

Risks

Capitals

King IV™

Stakeholders

Clinical Governance Committee

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

  • Dr M Vaithilingum (from 2 December 2021)
  • Dr P Knox (retired 20 November 2021)
  • Dr K van den Berg
  • F Burn
  • Dr J Black (from 20 November 2021)
  • Dr N Mashigo*
  • Prof A Rantloane* (retired 27 November 2021)
  • Adv C Slump*
* Independent members of the Committee who are not members of the Board

Dr M Vaithilingum CHAIRPERSON

Role

The overarching role 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

Declaration

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

Risks

Capitals

King IV™

Stakeholders

Clinical Governance Committee

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

  • Dr M Vaithilingum (from 2 December 2021)
  • Dr P Knox (retired 20 November 2021)
  • Dr K van den Berg
  • F Burn
  • Dr J Black (from 20 November 2021)
  • Dr N Mashigo*
  • Prof A Rantloane* (retired 27 November 2021)
  • Adv C Slump*
* Independent members of the Committee who are not members of the Board

Dr M Vaithilingum CHAIRPERSON

Role

The overarching role 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

Declaration

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

Risks

Capitals

King IV™

Stakeholders