OUR GOVERNANCE
Functional Governance Areas
OUR GOVERNANCE
Governing Structures and Delegation
Principles 11,12,13,14 and 15
Risk Governance
Principle 11 applied
The Board governs risk in a way that supports SANBS in setting and achieving its strategic objectives.
SANBS has integrated risk management as a crucial part of its operations and a fundamental capability through Enterprise Risk Management (ERM). The ERM process evaluates and addresses identified risks and opportunities, guided by the Board-approved risk appetite and tolerance levels. SANBS aims to safeguard itself, donors, and stakeholders from potential adverse effects of risks to achieve its strategic objectives, adopting a conservative risk tolerance approach.
The SANBS ERM Framework outlines the strategic implementation of risk management across all business units and ensures effective integration of risk management.
The Risk, Technology, and Information Governance (RTIG) Committee, delegated by the Board, is responsible for overseeing and governing risk and opportunity management.
The Chief Financial Officer and the Senior Manager: Enterprise Risk Management are delegated risk and opportunity management responsibilities.
The link to the Risk and Opportunity and RTIG information provides further details on SANBS' risk management practices and oversight.
Information and Technology Governance
Principle 12 applied
The Board governs technology and information in a way that supports SANBS in setting and achieving its strategic objectives.
The Board ensures a formalised governance process for technology and information, supported by enabling technology and information management strategies, governance models, and security protocols. Adherence to the IT Governance Framework is continuously monitored, with ongoing consideration of technology and information management risks as part of the ERM process.
The outsourced Internal Audit Function conducts regular IT governance audits, ensuring compliance with governance standards.
The RTIG Committee, delegated by the Board, is responsible for the governance and direction of technology and information.
Policies are based on the COBIT 2019 framework for information technology governance. SANBS aligns information security with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and ISO 27001.
Comprehensive Business Continuity Plans have been developed, allowing SANBS to respond to incidents and disasters in an organised manner when these cannot be prevented or minimised by existing controls. See our CEO report, material matters and RTIG.
Compliance Governance
Principle 13 applied
The Board governs compliance with applicable laws, and has adopted non-binding rules, codes and standards in a way that supports SANBS in being ethical and a good corporate citizen.
SANBS upholds robust values and strives for full compliance with laws, regulations, and relevant standards.
The Board, through the RTIG Committee, approves a Compliance Programme supported by a Compliance Management Policy and Manual.
The responsibility for implementing legal compliance is delegated to the Company Secretary's office. This office monitors new and evolving laws and regulations and provides oversight to the Board.
SANBS conducts regular assessments of compliance with key prescripts annually.
Compliance Champions in various business units oversee compliance management within their respective units.
A Compliance Management Committee has been established, with approved terms of reference to effectively oversee compliance-related activities and act as a platform for information sharing with the Compliance Champions.
The Compliance Management Function uses Compliance Risk Management Plans (CRMPs) to provide assurance over compliance and monitor adherence to relevant laws and legislation.
Remuneration Governance
Principle 14 applied
The Board ensures that SANBS remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.
The Board oversees the recommendations of the Human Resources and Remuneration Committee, approving or ratifying them when necessary.
A Non-Executive Director Remuneration Policy outlines the key principles regarding the fees of Non-Executive Directors (NEDs), and regular benchmarking of NED fees occurs (as of 2024, every two years).
SANBS has established a Remuneration Policy and related employment equity policies to ensure fair, transparent, and responsible remuneration practices that support organisational performance and sustainability.
SANBS has relevant human resources policies and procedure documents to guide all HR initiatives.
The responsibility for managing Human Capital is delegated to the Chief Human Capital Officer, ensuring a strategic focus on the management and development of the workforce.
See our Remuneration report and HR & Remco report.
Assurance Principle
Principle 15 applied
The Board ensures that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of SANBS' external reports.
Within SANBS, various assurance role players are involved in corporate governance.
The Audit Committee, acting on behalf of the Board, oversees the combined assurance model to ensure its comprehensive application and integration of various assurance functions.
SANBS has adopted a risk-based combined assurance model in line with the recommendations of King IV, which includes the integration, coordination, and alignment of risk management and assurance processes. This model aligns with the approved Combined Assurance Framework.
A Combined Assurance Forum, which includes relevant assurance providers, coordinates the combined assurance activities within SANBS. The Chief Financial Officer (CFO) chairs the forum and reports to the Audit Committee, which the Board has given authority.
Combined assurance is a critical component of SANBS' risk strategy, ensuring a comprehensive approach to risk management and broader assurance practices.
Stakeholders
Principle 16 applied
In the execution of its governance role and responsibilities, the Board adopts a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interest of SANBS over time, and factors this into strategic, operational and project efforts.
SANBS has implemented a Stakeholder Management Policy to promote responsiveness to stakeholder needs and mitigate potential reputational risks. The Governance Social and Ethics Committee (GSE) exercises oversight over stakeholder engagement. Exco has accountability for stakeholder management and has been entrusted to the Executive: Donor Services and Corporate Marketing.
A dedicated stakeholder engagement manager has been appointed to enhance effective engagement with stakeholders. These efforts involve integrating stakeholder considerations into planning and implementing perception management strategies, proactively addressing stakeholder concerns and preventing potential reputational risks.
See Stakeholder Engagement and the GSEC report for more information.