OUR GOVERNANCE

FUNCTIONAL GOVERNANCE AREAS

FUNCTIONAL GOVERNANCE AREAS - PRINCIPLES 11,12,13,14 & 15

RISK GOVERNANCE - PRINCIPLE 11 applied

The Board governs risk in a way that supports SANBS in setting and achieving its strategic objectives.

SANBS has established risk management as an integral part of all activities and a core capability. Enterprise Risk Management (ERM) contributes to and ensures the continued growth and success of SANBS. Through the ERM process, identified risks and opportunities are evaluated and treated, guided by the Board-approved risk appetite and tolerance levels, ensuring continual prioritisation of responses to risks.

SANBS, being legally mandated to provide blood and blood products, aims to protect itself, its donors and the broader stakeholder base from possible adverse effects of risks that may impact the achievement of its strategic objectives and has accordingly adopted a conservative risk tolerance approach.

The SANBS ERM Framework outlines how risk management is implemented, practiced and maintained across SANBS on a strategic level and how risk management is embedded in all business units ensuring an effective integration of risk management in all business areas.

The Risk, Technology and Information Governance (RTIG) Committee, as delegated by the Board, assumes responsibility for the oversight and governance of risk and opportunity management.

Responsibility for risk and opportunity management is delegated to the Chief Financial Officer and the Senior Manager: Enterprise Risk Management.

FUNCTIONAL GOVERNANCE AREAS - PRINCIPLES 11,12,13,14 & 15

INFORMATION AND TECHNOLOGY GOVERNANCE - PRINCIPLE 12 applied

The Board governs technology and information in a way that supports SANBS in setting and achieving its strategic objectives.

The Board ensures that SANBS has a formalised governance process for technology and information, and this is supported by enabling technology and information management strategies, governance models and security protocols. This is achieved through SANBS’ IT Governance Framework adherence to which is monitored on an ongoing basis. SANBS ensures that it considers its technology and information management risks on an ongoing basis as part of the ERM process.

The outsourced Internal Audit Function conducts regular IT governance audits. The RTIG Committee, as delegated by the Board, assumes responsibility for the governance and direction of technology and information.

Policies are premised on the COBIT 2019 framework for information technology governance. SANBS aligns information security to the National Institute of Standards and Technology (NIST) Cybersecurity Framework and ISO 27001. Comprehensive Business Continuity Plans have been developed which allow SANBS to respond to incidents and disasters in an organised manner where these cannot be prevented or minimised by existing controls.

FUNCTIONAL GOVERNANCE AREAS - PRINCIPLES 11,12,13,14 & 15

COMPLIANCE GOVERNANCE - PRINCIPLE 13 applied

The Board governs compliance with applicable laws, and has adopted non-binding rules, codes and standards in a way that supports SANBS in being ethical and a good corporate citizen.

SANBS maintains robust values and is committed to achieving full compliance with laws, regulations and relevant standards. The Board through the RTIG Committee approves a Compliance Programme which is supported by a Compliance Management Policy and Manual.

Legal compliance implementation is delegated to the Company Secretary’s office, which office provides monitoring of applicable new and evolving laws and regulations to the Board. On an annual basis, SANBS confirms its scope of laws, regulations and standards of compliance in a regulatory universe, and through its committees assesses its levels of compliance with key prescripts.

Compliance Champions are formally appointed in the various business units and are responsible for all matters relating to compliance management that affect their respective Business Units. A Compliance Management Committee has been established to ensure effective oversight of all compliance-related activities and to act as a platform for information sharing with the Compliance Champions.

Assurance over Compliance is provided by the Compliance Management Function using the Compliance Risk Management Plans (CRMPs) to monitor compliance with relevant laws and legislation.

FUNCTIONAL GOVERNANCE AREAS - PRINCIPLES 11,12,13,14 & 15

REMUNERATION GOVERNANCE - PRINCIPLE 14 applied

The Board ensures that SANBS remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.

The Board is responsible for reviewing the recommendations of the Human Resources and Remuneration Committee and approving/ratifying them from time to time. A Non-Executive DirectorRemuneration Policy sets out the key principles related to the fees of Non-Executive Directors (NEDs).

SANBS has a Remuneration Policy and related employment equity policies, that articulate SANBS’ direction on fair, transparent and responsible remuneration to enable organisational performance and sustainability.

Relevant human resources policies and procedure documents are in place to guide all HR initiatives. Responsibility for the management of Human Capital is delegated to the Chief Human Capital Officer.

FUNCTIONAL GOVERNANCE AREAS - PRINCIPLES 11,12,13,14 & 15

ASSURANCE - PRINCIPLE 15 applied

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 SANBS’ external reports.

There are several assurance role players for corporate governance within SANBS. The Audit Committee, as delegated by the Board, exercises oversight on the combined assurance model to ensure that it is applied and incorporates various assurance functions holistically supporting achievement of assurance objectives.

SANBS has adopted a risk-based combined assurance model. It includes all components of combined assurance as recommended by King IV i.e. the integration, coordination and alignment of risk management and assurance processes and services. Combined assurance is implemented in terms of the approved Combined Assurance Framework.

A Combined Assurance Forum, including relevant assurance providers, coordinates combined assurance within SANBS. The Forum is chaired by the Chief Financial Officer (CFO) who in turn reports to the Audit Committee whose authority has been delegated by the Board. Combined assurance is also a key component of SANBS’ risk strategy.

STAKEHOLDERS - PRINCIPLE 16

STAKEHOLDER RELATIONSHIPS - PRINCIPLE 16 applied

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 SANBS over time, and factors this into strategic, operational and project efforts.

To foster responsiveness to stakeholder needs and mitigate potential Reputational risks, SANBS has implemented a Stakeholder Management Policy.

The GSE Committee exercises oversight over stakeholder engagement and accountability for stakeholder management at Exco level has been delegated to the Executive: Donor Services and Corporate Marketing.

Additionally, a dedicated Stakeholder Engagement Manager is being recruited to enhance effective engagement with stakeholders. Effective engagement with stakeholders entails integrating stakeholder considerations into planning and implementing perception management strategies. These measures aim to proactively address stakeholder concerns and prevent any potential reputational risks from materialising.