OUR GOVERNANCE

Governing Structures and Delegation

OUR GOVERNANCE

Governing Structures and Delegation

Principles 6,7,8,9 and 10

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.

Human Resources and Remuneration Committee

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

Committee Purpose and how it Contributes to Value Creation

The overarching role of the committee is to assist the Board in ensuring that:

  • A competent executive management team is in place with reference to appointment, competency, remuneration, performance management and executive succession planning
  • A Remuneration Policy for all employees is in place to assist in achieving the Company’s strategy
  • Remuneration of Non-Executive Directors (NEDs) is fair and responsible

Members of the Committee during the Period 1 April 2023 to 31 March 2024

100% Attendance

  • Phindile Mthethwa (Chairperson)
  • Ansie Ramalho (until 25 November 2023)
  • Shauket Fakie
  • Caroline Henry (from 29 November 2023)
  • Lerato Molefe (from 29 November 2023)
  • Gary Leong (until 29 November 2023)

Key focus areas and value creating activities for the period under review

Human Capital Management

Received and considered quarterly reports on employee relations, human resources operations, organisational development, employee wellness and transformation, compensation and benefits, learning and development (SANBS RAD Academy, including activation of an Academy App), strategy level risk register and treatment actions, key tactical level risks currently managed by HCM, ongoing Culture DNA (employee engagement) Programme, Labour Court and CCMA cases, salary and wage negotiations.

Noted the following:

  • Total rewards strategy – ways to improve a total rewards offering for employees after a pay scale analysis. Includes identifying alternative non-financial rewards and alternative financial structures and retention mechanisms for high performing employees and for scarce and critical skills
  • Dual career pathways – a team will investigate how to operationalise this model effectively
  • Provident fund update – a new option of 7.85% has been opted for by some 250 employees
  • Vacancies and recruitment – the recruitment process has been streamlined
  • Ethics and Culture Programme and SANBS DNA – appointment of ethics ambassadors; learning cafés on the Code of Ethics and Conflicts of Interest Policies; and webinars on the elimination of harassment at the workplace. DNA action plans are underway with specific metrics tracked to ensure the appropriate, ethical behaviours
  • Change leadership/management – increased human capital unit’s role in supporting the implementation of various strategic projects
  • Employee wellness – absenteeism has been successfully reduced as well as leave forfeiture and overtime. Financial wellness has been identified as an important aspect requiring implementation
  • Employee turnover statistics
  • SANBS Academy implementation – the re-launch of the RAD and significant results continue to be recorded across the various digital platforms

Monitored the following

  • Implementation of transformation initiatives:
    • Interventions to improve representation in African male and Coloured male and female cohorts
    • Increasing efforts towards promoting more Black females into senior and middle management positions in line with the target operating model implementation. Noted the role profiling and appointment of an African female as the Corporate Services Executive
    • Employment equity (management control) on track and monitored. SANBS’ verified Skills Development score is 17.08 against a target of 16
  • Performance – the continued drive of the performance culture to enable strategy execution
  • Labour related matters

Recommended/approved the following

  • Approved the 2023/2024 discretionary bonus metrics
  • Reviewed and recommended the Discretionary Bonus Policy for approval to the Board

Non-Executive Directors’ remuneration

  • Recommended to the Board for approval at the National Council meeting
  • Agreed that NED fees shall be tabled for review and approval every two years at the National Council AGM held in November. This revised process aligns with general governance standards

Governance

  • Approved the committee terms of reference with reduced meetings from four to three
  • Approved the committee work plan
  • Monitored the risk register matter relating to human capital (Risk 2) and obtained management confirmation that strategic initiatives have been implemented to mitigate this risk to an acceptable level

Future Focus Areas 2025

  • Continued oversight of alternative rewards structures and retention mechanisms as part of an enhanced rewards strategy for high performing employees and scarce and critical skills
  • Review of performance measurement criteria for executive management and other employees
  • Oversight of salary and wage negotiations
  • Monitoring of progress on the Talent Acquisition Plan for senior managerial positions, succession planning, the reduction of vacancies and employee turnover
  • Monitor progress made on the implementation of a dual career pathways model
  • Continued monitoring of the implementation of transformation initiatives
  • Continued drive of the performance culture to enable strategy execution

Risks

Capitals

King IVTM

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