Our Governance

Governance as the strong foundation of SANBS’ business

Our Governance

Reporting frameworks, process and combined assurance

Nomination Committee

Committee purpose and how it contributes to value creation

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

The Board and its committees are appropriately constituted with the right skills, qualifications, and training. This is a crucial aspect of the committee's role that directly impacts the organisation's performance
Qualified directors are identified for nomination, election and appointment to the Board through a formal and transparent process
There is an established and maintained Board continuity programme and an evaluation of the Board and committees

Members of the committee during the period 1 April 2024 to 31 March 2025

Mr Thabo Mokgatlha (Chairperson)
Mr Shauket Fakie
Dr Manickavallie Vaithilingum
Dr Gunvant Goolab (27 November 2024)

Declaration

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

Attendance

100%

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

Board and committee composition

Structure and composition: Considered the structure, size, and composition of the Board, focusing on skills requirements, succession planning, rotation schedules, tenure, age, transformation, and gender to ensure a diverse and competent Board and committee composition
Skill set evaluation: Deliberated on the Board's underrepresented skill sets, particularly the identified gap in ICT skills, which needs to be addressed in line with the company's strategic objective for technology investment. In addition, a database of exceptional director candidates will be maintained for future consideration
Diversity commitment: Emphasised the importance of age, gender, and ethnic diversity in Board composition. Noted the absence of directors aged 18-29 and committed to mindful nominations and appointments that promote broader inclusion and reflect the diversity of all stakeholders
Committee membership recommendations: Reviewed and recommended membership of Board committees, reallocating Ms. Lerato Molefe from the HRRC to the CGC given her useful legal skill set
Director candidate identification: Identified and recommended candidates for nomination to the Board, overseeing the vetting of candidates prior to nomination
Contract extensions: Considered and unanimously recommended to the Board the 36-month extension of Appointed Director, Mr. Thabo Mokgatlha's contract due to his valuable skills and experience. Recommended extending Dr Magdalena Ferrier’s Co-opted Member contract, considering the transition period required for two new Non-Executive Directors appointed at the 23 November 2024 AGM
Ex Officio positions: Discussed the potential addition of the Chief Financial Officer as an Ex Officio Executive Director, clarifying the memorandum of incorporation's requirement for at least two such positions. Agreed to propose changes regarding the number of ex officio directors at the Board and AGM
Board composition compliance: Confirmed that the current Board composition is compliant with the MOI, deliberating on members’ tenure and rotation. Ms. Faith Burn and Ms. Caroline Henry are due to retire by rotation in the current financial year and will be submitted for re-election at the AGM
Appointments: Dr Gunvant Goolab and Dr Sipho Kabane were appointed on 23 November 2024 as Non- executive Directors and Tshepo Kgage was appointed as an Executive Director from 12 September 2024

Director development

Board training and development

Presented and reviewed the amended Board Training and Development Plan, recommending its submission to the Board.

Governance

Balance between donor and appointed Directors: Discussed the Board's composition, emphasising the balance between donor and appointed Directors. Suggested the MOI be amended in the future to increase the number of appointed Directors. To ensure a seamless transition, it was recommended that a new Director be introduced one year before the end of a current Director's penultimate term
Workplan: Approved the 2025 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
Terms of reference: Reviewed the committee terms of reference
AGM: Recommended the Notice of the Annual General Meeting
NED Remuneration Policy: Explored conducting a comprehensive review of the NED Remuneration Policy with a remuneration specialist, initiating the procurement process for necessary services

Future focus areas 2026

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, artificial intelligence and other topical development areas
Renewal of the Chief Executive Officer’s contract
Increasing the database of potential Directors

Top risks

Capitals

King IV™™

Stakeholders

Risk, Technology and Information Governance Committee

It takes more than one heart to save a life. At SANBS, we serve with heart, together with every donor, every colleague, and every life touched by our mission.