Namport Corporate Governance Philosophy

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 Namport corporate governance structure, as depicted below, is aligned to the best corporate governance principles, specifically King IV and NamCode.

The Board has a unitary structure comprised of five 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.

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 the structure meets the strategic and general business requirements of the Authority.

 

BOARD COMMITTEES

During the year under review, the Board reviewed the Board committees in order to align them with the strategic plan of the Authority, namely to ensure proper execution and implementation of strategy and to support the Board in carrying out its mandate efficiently.

In response to the newly enacted Public Procurement Act, the Board resolved to dissolve the Board Tender Committee and the Board Strategic Committee and to appoint a new Social, Ethics and Sustainability Committee.

Board committees are tasked to assist the Board 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 two independent, non-executive directors and, where necessary, an independent committee member is appointed to provide it with technical experience.

Overall, the Board is satisfied that Board committees have executed their duties and carried out their responsibilities in accordance with their respective committee charters. The roles and membership of the five Board committees are delineated below.

 

BOARD AUDIT AND INVESTMENT COMMITTEE

The Audit and Investment Committee assists the Board discharge its duties relating to the safeguarding of assets, the evaluating of internal control frameworks, ICT governance and ensuring that financial and non-financial risks are managed. It 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 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 resources 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.

The Chairperson of the Board is responsible for the nominations and succession planning of the directors, in consultation with shareholders. Nominations for committee membership are based on skills and expertise identified in the annual Board evaluation.

 

BOARD SOCIAL, ETHICS AND SUSTAINABILITY COMMITTEE

The purpose of the Board Social, Ethics and Sustainability Committee is to assist the Board effectively implement the strategic objective of entrenching sustainable development, and to assist the Board fulfil 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, envi- ronmental management, occupational health and safety, as well as integrated reporting.

 

BOARD RISK COMMITTEE

The Board Risk Committee assists the Board discharge its responsibilities with regards to risk governance, risk-policy determination, and risk assessment and reporting. 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.

A comprehensive risk-review process was put in place during the reporting year. Its aim was to test the risk appetite of Namport and to ensure that the risk register was current.

 

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 when required.

 

COMPANY SECRETARY

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 Ndahambelela Haikali, chartered secretary, 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 gover- nance, compliance and ethical practices established at Namport. She is 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.

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