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 it performs its duties sets the tone for ethical and effective leadership and it endeavours to embody the characteristics of integrity, competence, responsibility, accountability, fairness and transparency.
For the year ended 31 March 2023 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:
A social licence to operate, an admired and respected reputation that builds trust with our stakeholders
Effective control by the board supported by the necessary systems and controls for effective governance (eg. the systems for ethics, stakeholder management, risk, compliance and assurance)
An ethical organisational culture that inspires living by the values of the organisation
Consistent high-levels of performance leading to the creation of value for SANBS and our stakeholders
Corporate Governance Aligned to King IV Principles
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:
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 and the committees that are responsible for monitoring them.
LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP - PRINCIPLES 1,2 & 3
LEADERSHIP AND ETHICS - PRINCIPLES 1–2 applied
The Board leads SANBS ethically and effectively. The Board governs the ethics of SANBS in a way that supports an ethical culture.
The Board endeavours to embody integrity, competence, responsibility, accountability, fairness and transparency in its conduct. It establishes a model of ethical leadership and upholds SANBS’ values.
In compliance with legal obligations, all Board members act in the best interests of SANBS with diligence, skill and care in fulfilling their duties.
The Board leads in the establishment and enforcement of an ethical code and culture within SANBS. The Code of Ethics was recently revised and is being embedded within the organisation according to set milestones to support an ethical culture. The Governance Social and Ethics Committee (GSEC) is charged with oversight of ethics within the organisation and has a standing agenda item at each of its meetings.
At every meeting of the Board and Committees, there is a standing agenda item where Board members are required to declare interests with respect to any item on the agenda. SANBS has a Conflicts of Interests Management policy. Each Board member submits a written declaration of interests at least once a year or as and when their circumstances change.
Regular Ethics Assessments inform the ethics programme, as well as Ethics training sessions are conducted on an ongoing basis.
LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP - PRINCIPLES 1,2 & 3
CORPORATE CITIZENSHIP - PRINCIPLE 3 applied
The Board ensures that SANBS is and is seen to be a responsible corporate citizen.
As a non-profit company incorporated and operating in terms of the Companies Act, that has saving lives as its purpose, contributing to society lies as the heart of everything SANBS does on a day-to-day basis. In addition, SANBS is committed to its objectives in the following areas:
SANBS not only collects blood, but its operations span the entire blood value chain, an important component of which is educating donors about ensuring their own health as well as living a healthy lifestyle and creates awareness about diseases. This forges a relationship of ever-increasing care and trust.
SANBS is mindful of its impact on the environment and has adopted a ‘Greening Strategy’.
STRATEGY, PERFORMANCE AND REPORTING - PRINCIPLE 4 & 5
STRATEGY AND PERFORMANCE - PRINCIPLE 4 applied
The Board appreciates that SANBS’ core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.
The 5-year iHEALTh strategy, which commenced in 2019, has been extended until 2025.
Board strategy sessions are held annually to ensure that the IHEALTh strategy remains relevant and aligned to the dynamic environment in which we operate.
To monitor the progress towards achieving this strategy, a fully integrated process encompassing strategy, risk and opportunity, and performance management has been established. This process supports and enables the tracking of performance and achievement of the strategic objectives of SANBS.
STRATEGY, PERFORMANCE AND REPORTING - PRINCIPLE 4 & 5
REPORTING - PRINCIPLE 5 applied
The Board ensures that reports issued by SANBS enable stakeholders to make informed assessments of SANBS’ performance, and its short-, medium- and long-term prospects.
The Board ensures transparency to stakeholders both in the good and bad times by providing thorough, timely and balanced information, and in so doing, promoting stakeholders’ confidence in the business. SANBS reports the 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.
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 the internal functions with the AFS being assured by external audit.
