OUR GOVERNANCE

Governing Structures and Delegation

OUR GOVERNANCE

Governing Structures and Delegation

Principles 6,7,8,9 and 10

Role and Responsibilities of the Board

Principle 6 applied

The Board serves as the focal point and ultimate custodian of corporate governance in SANBS.

Through the GSEC, the Board considers matters related to governance and reviews the corporate governance framework. SANBS has an established governance structure which encompasses the donor structure. The Chairperson is responsible for leading the Board and ensuring the integrity and effectiveness of the Board and its committees.

The Lead Independent Director assists the chair with the responsibility of leading the Board and is a means by which the Board ensures continuity, should the chair not be available, and for succession. The Board appoints the CEO and sets the terms of employment. The CEO is responsible for effectively managing and running the business and executing the strategy and objectives set by the Board.

The Board of Directors Charter outlines the roles and responsibilities of the Board, its composition and the relevant procedures of the Board. This Charter is reviewed annually or when necessary.

Board and Board Committee Meeting Attendance

Board Meetings
Non-Executive Directors Board (4 Ordinary, 1 Special) Risk, Technology & Information Governance Nominations Clinical Governance Human Resources & Remuneration Governance Social and Ethics Audit
***Ansie Ramalho (Outgoing Chairperson) 3/3 3/3 4/4 - 3/3 3/3 -
Caroline Henry 4/5 3/4 - - 1/1 - 4/4
Faith Burn 4/5 4/4 - 4/4 - - 4/4
Gary Leong 5/5 4/4 - - 3/3 4/4 1/1
***John Black 3/3 - 4/4 3/3 - - -
Lerato Molefe 4/5 3/3 - - 1/1 4/4 4/4
Monica Vaithilingum 5/5 - 5/5 4/4 - - -
Phindile Mthethwa 5/5 4/4 - - 4/4 4/4 -
Shauket Fakie 5/5 - 1/1 - 4/4 - 4/4
*Thabo Mokgathla (Current Chairperson) 5/5 - 5/5 1/1 - 4/4 3/3
**Leonard Hyera 1/1 1/1 1/1 1/1 - - -
Members of Meetings (Executives)
Ravi Reddy 5/5 4/4 - - - 4/4 -
Karin van den Berg 5/5 4/4 - 4/4 - -

* Appointed 25 November 2023
** Resigned as Board member 6 March 2024
***Resigned as Board member 25 November 2023

The Board exercises its leadership role by

  • Setting the strategic direction of the company
  • Approving policy and planning which give effect to the direction provided (including formulation of risk and governance frameworks and embedding of ethics/culture)
  • Overseeing and monitoring of implementation and execution by management
  • Ensuring accountability for the Company's performance using reporting and disclosure

The following leadership changes took place during the reporting period

  • The nine-year term of Ansi Ramalho concluded at the Annual General Meeting in November 2023. Thabo Mokgatlha was elected as the successor on 25 November 2023
  • Mr. Shauket Fakie was appointed the Lead Independent Director from the board-appointed directors
  • As Dr John Black has emigrated, Dr Leonard Hyera was appointed on 25 November 2023 and held this directorship until 6 March 2024. The Board is currently in the process of filling this vacancy with a qualified medical practitioner possessing suitable knowledge and experience to fulfil the requirements for clinical oversight

Board Focus 2024

  • Continued to oversee implementation and embedding of the iHEALTh strategy and key strategic initiatives/projects and ESG imperatives
  • Monitored performance against iHEALTh Strategy, extended to the end of March 2025
  • Considered and approved the strategy for 2025-2030 in collaboration with the Executive and Management teams, with a significant shift from a product-centric strategy to a customer-centric strategy
  • Oversight of the BECS stabilisation activities and post implementation reviews
  • Approval of the annual financial statements and integrated report
  • Approval of FY2024/2025 Budget
  • Approval of wage and salary mandates and approved incentive bonuses for qualifying employees as recommended by the HRRC
  • Considered the Strategic Risk Report as recommended by the RTIG
  • Approval of procurement related matters as per DoA
  • Considered the nomination of director candidates as proposed by the Nomination Committee
  • Appointment of the Lead Independent Director
  • Collections - financial and consideration of provisions for credit losses
  • Collections – blood, platelets etc
  • B-BBEE rating (tracking of points to retain level 4 and explore opportunities to obtain level 3)
  • Continued engagement with Council and zone structures
  • Board evaluation
  • The Data Governance project aims to develop a framework and archiving strategy as a key deliverable of the project

Board Focus 2025

Several of the focus areas listed above for 2024 continue in 2025, with an emphasis being placed on the following:

  • Approving new strategy for 2025-2030
  • Driving Board and Executive Committee succession planning
  • Continuing to oversee the execution of the iHEALTh strategy
  • Oversight of key strategic projects, especially BECS (post-implementation matters), Order-to-Collect, Procure-to- Pay, Donor module
  • Monitoring of performance against the iHEALTh Strategy
  • Adoption of the new Strategic Risk Register and monitoring thereof
  • Continued relationship building with National Council
  • Consideration of Board evaluation outcomes – implementation of agreed actions

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Governing Structures and Delegation - Principles 7,8,9 & 10