|
|
Good Corporate Governance is the heartbeat of LIBSA’s day-to-day business operations. In terms of the
King II Report, LIBSA’s adherence to corporate governance is achieved via the following components:
Corporate Governance Charter
• Board Composition
• Board Appointments
• Board Procedures
• Board Committees
Board Composition
The LIBSA Board of Directors comprises 6 members from civil society and the LIBSA CEO, who manages the institution.
Click here for more Board CompositionThe LIBSA Board of Directors comprises 6 members from civil society and the LIBSA
CEO, who manages the institution. The primary function of the LIBSA Board of Directors is to look after the interest
of the Shareholder (DEDET) in compliance with governance, as proposed in the King II Report. The responsibility of the
CEO is to ensure that LIBSA transforms the institution’s mandate into operational targets. In summary, the scope of
the Board’s responsibility includes:
1. Approval of the organization’s strategic plans, objectives, budgetary plans and the monitoring of performance
2. Annual financial statements
3. Delegation of Authority to the Chief Executive Officer
4. The LIBSA Corporate Governance philosophy and ongoing compliance thereto
5. Risk management and internal controls
Board Appointments
LIBSA Board members are appointed for a three year term. Re-election to the board after the term of office is
not automatic and members willing to serve after the expiry of their term require a second nomination.
The Shareholder does all appointments using formal and transparent procedures.
The Shareholder organises training and workshops for the Board of Directors which cover the institution’s
core business, corporate governance, responsibilities, asset management and liabilities.
A corporate governance workshop is organized for the Directors and all members are issued with a Governance Directive.
The institution’s secretary will issue the new Directors with the Governance Directive and all previous documents for review.
Board Procedures
The LIBSA Board of Directors holds regular meeting to maintain full control over the institution and to monitor the
executive management in terms of the implementation of the institution’s plans and strategies. At the beginning of
each year, the Board of Directors will convene to develop a strategy for the financial year. Executive managers are
invited to participate in this strategic process in order to have first-hand information regarding the way forward
and also to offer input where and when necessary. Key focus areas of the LIBSA Board of Directors include appointing
committees to institute Risk Management and Performance Management. To this end, the Board has unrestricted access to
all information, such as company records, files and property, necessary to execute its duties effectively. Included
in the LIBSA Board of Directors’ portfolio is to encourage an entrepreneurial spirit within the institution, whilst
ensuring that governance is adhered to. This process is enhanced by the fact that LIBSA recruits members with a wealth of industry experience.
Board Committee
The LIBSA Board of Directors comprises four committees; Audit Committee, Finance and Procurement Committee, Human Resource and Remuneration Committee and Executive Committee.
The Executive Committee controls and manages the business affairs of the corporation by delegating relevant assignments
to its committee members. Amongst other duties the committee ensures that:
1. Adequate and regular updates are received from the CEO on all issues relating to the business and affairs of the corporation.
2. Members meet periodically with management to optimise the liaison function and ensure efficient communication between management and the committee.
3. Appropriate frameworks of governance are in place and the organization is adequately managed.
4. The business plan, operating budget and capital expenditure for each get approved
5. Ethical and responsible decision-making are enforced within the organization.
6. Appropriate governance structures are in place.
7. The company is promoted to succeed in a manner that creates and builds sustainable value for members.
8. The Management Board fulfils its duties, responsibilities and performance expectations.
9. The experience, expertise and professional advice of the Management Board are taken into consideration when making decisions that have a material effect on the institution.
10. Recommendations for the appointment of auditors, company lawyers and annual accounts are available at the Annual General Meeting.
The Human Resource and Remuneration Committee is responsible for the human resource component of the institution, covering issues such as:
1. Remuneration policies and strategies
2. Performance management policy
3. Succession plan and recruitment policy
4. The statutory compliance to Labour Relations Policies.
The Finance and Procurement Committee serves to implement solid Financial Risk protection by:
1. Identifying strategic direction for the committee and the auditing of procurement processes
2. Developing a supply chain strategy,
3. Reviewing and recommending a business plan to the Board of Directors
4. Review and recommending budgets to the Board of Directors
5. Monitoring compliance to budget spend
6. Reviewing costing and pricing models
7. Monitoring applicable accounting procedures and systems
8. Aligning procurement processes with PFMA
9. Ensuring that procurement is transparent, impartial and fair
10. Developing relevant strategies for the institution
The Audit Committee recommends the appointment/ removal of external auditors, reviews auditor performance and the scope of
the audit. The committee is also responsible, amongst other duties, to:
1. Review external audit management notes needed to evaluate and monitor management solutions proposed to rectify noted deficiencies
2. Assist the Board of Directors to oversee the risk management framework and determine the scope of the internal audit function
3. Review the institution’s financial results / statements
4. Ensure the timely adoption and adherence to all relevant accounting policy changes
5. Ensure adherence to corporate governance policies and issues with respect to legal and regulatory compliance bodies
6. Report to the Board of Directors on matters relevant to the committee’s roles and responsibilities
|
