CORPORATE GOVERNANCE

BOARD OF DIRECTORS
The board of directors of GDF are in their entirety responsible for the governance of the organisation. They are put in place to oversee the affairs of the company as well as to oversee the overall performance of the management. The GDF Board holds four regular meetings a year to discuss and formulate strategy, and to agree on spending plans for forthcoming years. The Board reviews the annual operating plan and define specific goals at the beginning of every year which is encapsulated in the business plan guided by the GDF strategy.

With regards to GDF, the board of directors are selected from various sectors of Gamagara Local Municipality (GLM). The board is comprised of 3 sub-committees, namely:

Finance, audit and risk:

    1. The committee should specifically have oversight of financial reporting risks, internal financial controls, fraud risks and IT risks. For this purpose, the duties of the committees shall be to, consider the appointment and/or termination of the external auditors and to nominate for     appointment a registered auditor who is independent of the company as and when required;
    2. Determine the annual audit fee and terms of engagement of the external auditors;
    3. Consider the internal audit function as is outsourced to SIOC-CDT appointed internal auditors.
    4. Consider and approve the internal audit charter, on behalf of the board, and the internal audit plan as well as the resources required

     

    Human Resource, Ethics, and Nominations:

  1. The committee establish a community forum consisting of at least 3 individuals representing the community of the Gamagara Local Municipality (“community”) of whom at least 1 must be a female. The purpose of the community forum shall be to recommended individuals for appointment as directors of the company that represent the community to the committee for recommendation of the board.

 

Projects

  1. In carrying out its powers and authorities the committee will: Monitor the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:Current project, project pipeline, and developmental plan of government, including the Company’s standing in terms of the goals and purposes of:
  2. Good corporate citizenship, including the Company’s:
  3. Promotion of equality, prevention of unfair discrimination, and reduction of corruption;
  4. Contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and
  5. Record of sponsorship, donations and charitable giving.

 

     

 

On appointment, a director becomes a fiduciary in relation to the organisation and is obliged to recognize and enforce the fiduciary and statutory duties of directors.

  • Such duties are generally found in:
    • Their contracts with the company
    • The memorandum and articles of association of the company (MOI)
    • Statute, such as the Company Act, 2008
    • The common law:
    • Act in the best interest of the company
    • Exercise powers for the proper purpose
    • Disclose any conflicts of interest
    • Refrain from making a secret profit

 

Diligent process required

  1. The Board will evaluate itself & reveal skill, racial & gender deficiencies.
  2. The Board’s Nomination Committee will scan the market for suitable candidates.
  3. Suitable candidate will be short listed for intense interviewing
          • One-on-one interview (with CEO, HR director)
          • Group interview
          • Interview with chairperson
  4. Board’s Nomination Committee recommends candidate to the chairperson
  5. Chairperson will present final candidates to the Board
  6. The Board will approve & appoint candidate from their shortlist
      • Reference checks
      • Appointments must be transparent (no buddy appointments)
      • Follow company processes & policy
      • Seek genuine skills

       

      Directorship appointment: What you should be armed with?

      1. Company’s strategy & operation plans
      2. Company’s past annual reports
      3. Reputation & qualifications of existing Board directors
      4. Size & mix of existing Board
      5. Charter of the Board/ terms of reference of Committees
      6. Enabling Act of body where applicable
      7. Memorandum of incorporation (old Articles & Memorandum of Association)
      8. Expectations of the company
      9. Issues of conflict of interest
      10. Board performance & evaluation
      11. Existing company remuneration policy
      12. Knowledge of company’s trading partners (supply chain)
      13. Knowledge of company’s reputation & historic / current sensitivities
      14. Knowledge of company’s stakeholder relationships (internal & external)
      Experience, knowledge & time