OUR GOVERNANCE

Governing Structures and Delegation

GOVERNING STRUCTURES AND DELEGATION - PRINCIPLES 6,7,8,9 & 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 for 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 the effective management and running of the business in 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 Special Board
Non-Executive directors BOARD (4 Ordinary, 3 Special) RISK, TECHNOLOGY &ORMATION GOVERNANCE NOMINATIONS CLINICAL GOVERNANCE HUMAN RESOURCES &UNERATION GOVERNANCE SOCIAL AND ETHICS AUDIT
Ansie Ramalho (Chairperson) 6/6 - 1/1 - 4/4 4/4 -
Caroline Henry 7/7 4/4 - - - - 5/5
Faith Burn 6/7 4/4 - 4/4 - - 5/5
Gary Leong 6/6 4/4 - - 4/4 4/4 -
John Black 7/7 - 5/5 4/4 4/4 - -
Lerato Molefe* 2/3 1/1 - - - 1/1 2/2
Monica Vaithilingum 7/7 - 5/5 4/4 - - -
Phindile Mthethwa 7/7 1/1 4/4 - 4/4 4/4 -
Shauket Fakie 7/7 - - - 4/4 - 5/5
Thabo Mokgathla 7/7 - 5/5 - - 4/4 5/5
Directors
Ravi Reddy 7/7 4/4 - - - 4/4 -
Karin van den Berg 7/7 4/4 - 4/4 - - -

*appointed 19 November 2022 | a- apology

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 by means of reporting and disclosure

The following leadership changes took place during the reporting period:

  • Ms. Lerato Molefe was elected during the Annual General Meeting in November 2022. Lerato’s appointment is part of our ’board’s succession planning efforts, ensuring a diverse and skilled mix of individuals. We are thrilled to have her on board, bringing her legal and governance expertise as a professional non-executive director
  • Mr. Thabo Mokgatlha was appointed as the Lead Independent Director from the board-appointed directors. This crucial role assists the chair in executing the responsibilities of leading the board and ensures continuity, which is especially important as a new chair will assume the position by the end of 2023
  • As Dr. John Black has emigrated, the Board is currently in the process of filling his directorship with a qualified medical practitioner possessing suitable knowledge and experience to fulfill the requirements for clinical oversight

Furthermore, the nine-year term of the Board Chairperson will conclude at the upcoming Annual General Meeting in November. Thabo Mokgatlha, has been elected as the successor.

BOARD FOCUS 2023

  • Continued to oversee implementation and embedding of the iHEALTh strategy and key strategic initiatives/projects and ESG imperatives
  • Monitored performance against iHEALTh Strategy
  • Approved extension of iHEALTh Strategy to 2025
  • Oversight of appointment of a Chief Financial Officer
  • Oversight of the BECS project variation of value and approval of the project implementation schedule as recommended by the RTIG
  • Approval of the annual financial statements and Integrated Report
  • 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
  • Approved the Director Development Training Plan
  • Approved the appointment of SNG Grant Thornton as the internal auditors to replace outgoing Mazars
  • Approval of procurement as per DoA
  • Considered the nomination of director candidates as proposed by the Nomination Committee
  • Review of MoI (see Chairpersons report)
  • Review of Zone and branch rules
  • Appointment of LID
  • Continued engagement with Council and zone structures

BOARD FOCUS 2024

Several of the focus areas listed above for 2023 continue in 2024 with an emphasis being placed on the following:

  • Driving Board and Executive Committee succession planning
  • Continuing to oversee execution of the iHEALTh strategy
  • Oversight of key strategic projects, especially BECS, Order-to-Collect, Procure to Pay
  • Monitoring of performance against the iHEALTh Strategy
  • Adoption of the new Strategic Risk Register and monitoring thereof
  • Continued relationship building with National Council
  • Board evaluation
Composition of The Board