NAMPORT CORPORATE GOVERNANCE PHILOSOPHY
The Board carries responsibility and accountability for the affairs and the performance of the Authority. It provides general oversight and direction in the governance of the Authority. Its aim is to achieve greater transparency, integrity and accountability in accordance with internationally accepted best practice.
The Authority’s corporate governance structure, as depicted above, is aligned to the best corporate governance principles of good governance as set out in the 2016 King Report on Corporate Governance for South Africa (King IV™), NamCode and the Public Enterprises Governance Act 2019 (Act 1 of 2019) (“PEGA”).
The Board has a unitary structure comprised of seven (7) non- executive directors, each of whom is appointed for a three-year term. The Board of Directors has powers delegated to it by the Governance Agreement signed with the Portfolio Minister. Each director signs a performance agreement with the Portfolio Minister in accordance with the Public Enterprises Governance Act No. 1 of 2019 (as may be amended from time-to-time).
The Board, in turn, delegates some of its powers to the Chief Executive Officer, through the Delegation of Authority, a document which clearly sets out the powers of the Portfolio Minister as shareholder, the Board, the Chief Executive Officer, the various board committees and management, as well as the respective limits of authority of each party. The delegation framework serves as a guide to relevant mechanisms for reporting by Board committees, the subsidiary companies and management.
The Board and its committees are further guided by a Board Charter, which clearly defines the role and responsibilities of the Board, Board-meeting protocol and related matters. Board committees are appointed to assist the Board in fulfilling its duties and responsibilities. The activities of Board committees do not diminish the responsibilities carried by the Board in regard to its fiduciary position within the company.
The governance structure and its representation are reviewed on a regular basis to ensure the Authority is aligned with international best practices and that its structure meets the strategic and general business requirements of the Authority.
Board committees are tasked to assist the Board to fulfil its duties and responsibilities. As much as the duties and responsibilities of the committees lie outside those enumerated for the Board, the Board is still ultimately accountable for the actions and decisions of Board committees. The Chairperson of each committee submits minutes and recommendations on matters requiring approval of the Board, as well as reports on the activities of the committee. Each Board committee’s membership consists of three (3) independent, non-executive directors and, where necessary, an independent committee member is appointed to provide it with technical experience.
The roles and membership of the three (3) Board committees are delineated below.
BOARD AUDIT AND RISK COMMITTEE
The Audit and Risk Committee assists the Board to discharge its duties relating to the safeguarding of assets, the evaluating of internal control frameworks, ICT and risk governance, risk-policy determination, risk assessment and ensuring that financial and non-financial risks are managed. The Committee monitors the accuracy of the financial statements and oversees the financial reporting process in order to ensure the management of financial risk is carried out. The committee further ensures that risk and compliance standards and policies are well-documented and support Group strategies by being fit-for-purpose and effective in operation.
The Ccommittee is responsible for assessing the adequacy and effectiveness of established accounting, financial reporting and other internal control systems with the support of the Internal Audit function, which is headed by Mr Alfred Rieth, Chief Internal Auditor. It also fosters a climate of discipline and control that reduces the risk of fraud.
BOARD HUMAN RESOURCES COMMITTEE
The Human Resources Committee oversees the implementation of both the human capital strategy and the remuneration strategy to ensure performance, as well as to attract, retain and motivate human resources of a standard and calibre on which the Authority depends. It assists the Board in discharging its responsibilities to ensure equitable remuneration of all employees. It is responsible for the development of a remuneration philosophy and policy statement to facilitate reasonable assessment of reward practices and governance processes by stakeholders.
BOARD SOCIAL, ETHICS AND SUSTAINABILITY COMMITTEE
The purpose of the Board Social, Ethics and Sustainability Committee is to assist the Board to effectively implement the strategic objective of entrenching sustainable development, and to assist the Board in fulfilling its corporate governance and oversight responsibilities with regards to the management of sustainable development.
Its objective is to oversee the effective implementation of the sustainability policy, strategy, management and reporting, environmental management, occupational health and safety that will enable the Authority to manage and monitor environment-related aspects of the operations of Namport.
MEETINGS OF THE BOARD
The Board and its committees meet quarterly to ensure the Board carries executes its duties and fulfils its responsibilities effectively and diligently. Ad-hoc meetings are held as and when required
The Board is supported by the Company Secretary. The Company Secretary’s role is to ensure the efficient administration of board governance and that decisions of the Board of Directors are implemented. Ms Loise Kafita, is responsible for ensuring compliance with statutory and regulatory requirements, and that all policies and procedures are reviewed on a regular basis.
All directors have access to the advice and services of the Company Secretary. The Chairperson relies heavily on her support to facilitate the effective functioning of the Board and to derive guidance on the directors’ responsibilities.
The Company Secretary serves as eyes and ears for the Board and provides support and guidance in matters relating to governance, compliance and ethical practices established at the Authority. She is also responsible for the training and development of directors, for keeping Board members abreast of changes in legislation and governance principles and is appropriately empowered to access all Namport’s resources.