Board and committee composition

• Considered board structure, size and composition, including skills requirements, succession planning, rotation schedule, members tenure, age, transformation, and gender. These considerations are crucial in ensuring a diverse and competent Board and Committee composition
• Deliberated over the underrepresented skill sets, considering the strategic objective of the company in terms of technology investment
• Discussed and agreed that the Board is underrepresented in the medical skill set at a NED level and should consider co-opting a director with such skills
• Emphasised the importance of age, gender, and ethnic diversity and committed to continued mindfulness of these factors when identifying, nominating, and appointing Board members, ensuring all stakeholders feel included and valued
• Reviewed and recommended membership of Board committees to the Board
• Identification and recommendation of director candidates to the Board for nomination
• Oversight of vetting of candidates before nomination as directors
• Oversight of the appointment of the Lead Independent Director
• Recommended to the Board re-appointment of directors retiring by rotation and re-appointment of Appointed Directors, including the extension of the contracts for appointed directors – Thabo Mokgatlha, Shauket Fakie and Dr Monica Vaithilingum
• Recommended to the Board the extension of Dr Nomusa Mashigo’s Co-opted Member Appointed contract
• Agreed that there would no longer be a NED representative on the Provident fund and that NEDs will no longer serve as members of the Health Research Ethics Committee

Director development

• Discussed director development, training and development plans
• Reviewed the induction process for new members and ensured the incoming directors understood the complexities of SANBS business underpinned by a Board Induction Programme. Considered appointment of mentors for new directors

Governance

• Approved the 2024 committee workplan, which was aligned with the terms of reference and reflected a reduction in meetings from four to two, a decision made to streamline operations and ensure efficient use of time
• Reviewed the committee terms of reference
• Recommended the Notice of the Annual General Meeting
• Received updates on the FY23/24 Board Evaluation process and considered the results. This oversight provides stakeholders with reassurance about the thoroughness of the evaluation process
• Discussed engagement with the National Council on the nomination process, seeking their input and approval on the identified director candidates and the overall nomination process. This engagement ensures inclusion of the National Council and confirms the relevance of their involvement in the Committee’s decisions

• Continued assessment of optimal Board composition
• Ensuring effective nomination process and engagement in this regard with the Council
• Oversight of implementation of agreed Board evaluation outcomes
• Director training will focus on various topics as identified by the directors, spanning across governance, medical, and other topical development areas