Brand-South Africa - Annual report 2015 - 2016

To ensure that it adheres to good corporate governance
practices, all trustees are non-executive, except the CEO.
Furthermore, the Audit and Risk Committee (ARCO), in
addition to trustees, also consists of independent members
who are not trustees.
Within the powers conferred upon it by the Trust Deed,
the Board has always determined its main function and
responsibility as adding significant value to Brand South
Africa by:
• Retaining full and effective control of the organisation
• Determining Brand South Africa’s strategy and strategic
objectives
• Determining and setting the tone of the organisation’s
values, including principles of ethical business practice
• Bringing independent, informed and effective judgment
to bear on material decisions of Brand South Africa,
including policies and approval of its budget
• Satisfying itself that Brand South Africa is governed
effectively in accordance with best corporate governance
practice, including risk management, internal control
systems and general oversight.
Board Charter
The Board Charter provides a concise overview of:
• The segregation of the roles, functions, responsibilities
and powers of the Board, Executive Authority, individual
trustees, Board committees and employees
• Matters reserved for final decision-making or preapproval
by the Board
• The practices and procedures of the Board on matters
relating to corporate governance, declarations of
conflicts of interest, Board meeting documentation and
procedures, and the induction, training and evaluation
of trustees and members of the Board committees.
Board composition and
appointment of trustees
The Trust Deed provides that the Board should comprise no
less than 20 trustees, with a maximum of 30. All trustees are
appointed by the President of the Republic of South Africa
for a three-year term.
The Board is unitary, and consisted of 20 trustees, all of
whom were non-executive. The term of office of all trustees
came to an end on 12 March 2016, with the exception of
Mr Geoff Rothschild. A new CEO commenced his duties in
August 2015.
A new Trust Deed, which among other things reduced the
size of the Board to a maximum of 15 trustees, was finalised
but had still not been successfully lodged with the Master
of the High Court at financial year end.
The offices of the Chairperson and the CEO are separate
and there is a clear division of responsibilities between the
roles. Ms Chichi Maponya, a non-executive trustee, served as
Chairperson and was primarily responsible for the strategic
leadership of the Board. Mr Happy Ntshingila served as the
Deputy Chairperson.
The CEO is supported by an Executive Management
Committee (EXCO), consisting of the executive management
team, and is responsible for the operational management
of the organisation. EXCO is responsible for implementing
the decisions of the Board in pursuit of the organisation’s
mandate and objectives.
Board meetings
The Board formally met four times during 2015/16, in
accordance with its annual calendar. All Board meetings
were held at Brand South Africa’s head office in Houghton.
Brand South Africa Board meetings 2015/16
Members
30/04/
2015
Meeting dates
23/07/
2015
29/10/
2015
18/02/
2016
Ms Chichi Maponya √ √ √ √
Mr Ajay Gupta X X X X
Mr Clayson Monyela √ √ √ √
Mr Connie Molusi X X X X
Dr Danny Jordaan X X X X
Mr Deon Huysamer X √ X √
Mr Geoff Rothschild √ √ √ √
Mr Happy Ntshingila √ √ √ √
Mr Mninawe Silinga X X X X
Mr Mzimkulu Malunga √ √ √ √
Ms Paula Fray √ √ √ √
Ms Phumelele Nzimande √ √ √ √
Ms Phumla Williams X X X X
Ms Pumla Ncapayi X √ √ √
Mr Rick Menell X √ X √
Mr Ryland Fisher √ √ √ √
Mr Stavros Nicolaou X √ √ √
Mr Thebeetsile Ikalafeng √ √ √ X
Mr Wayne Morris √ √ √ √
Mr Zwelibanzi Mntambo X X X X
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