Board of Directors
Tshikululu’s Board of Directors is committed to high standards of corporate governance and endorses the four governance outcomes set out in King IV: an ethical culture, good performance, effective control, and legitimacy. The directors have a duty to act in good faith, with due diligence and care, in the best interests of the company, its clients, and all stakeholders.
The Board is responsible for assessing organisational risks and has committees for Audit, Risk and Compliance, and Human Resources. It has full and effective control of the company and is responsible for the strategic direction of Tshikululu and its financial sustainability. It achieves this by continuously reviewing the implementation of the approved company strategy and by ensuring that the company remains relevant in a changing South African landscape. The specific roles of the Board and its committees are set out in the Board Charter and Committee Terms of Reference, which are reviewed annually to align with current practice and to meet the legitimate interests and expectations of stakeholders.
During the year under review, the Board’s duties included:
- approving strategies, major plans of action, policies, and procedures;
- monitoring operational performance;
- continuously identifying risks that could affect the company’s sustainability;
- ensuring that structures are in place to monitor and manage these risks and related internal controls;
- ensuring that structures are in place to maintain effective corporate governance;
- establishing key performance indicators in terms of the company’s business plans, including non-financial indicators, and annual budgets; and
- approving major capital expenditure.
Composition
The Chairman of the Board is a non-executive director who leads the Board. This role does not overlap with that of the Chief Executive Officer, who is responsible for running the company’s business and implementing the policies and strategies adopted by the Board. The Board appoints the CEO and sets the terms of the CEO’s employment contract, and all Board authority conferred on management is delegated through the CEO. In line with the recommendations of King IV, the company has appointed a Lead Independent Director, Dr Mothomang Diaho.
Tenure of office
The retirement age for directors is 70 years, unless the Human Resources Committee recommends otherwise and the Board accepts. The continued term of office of directors who have served a nine-year period is assessed annually by the Board. The Board also reviews its mix of skills, knowledge, experience, competencies, and diversity, including age, race, and gender, each year, and ensures that a comprehensive induction programme, co-ordinated by the company secretary, is available for all new directors.
Ethical performance
All Board members are expected to be aware of their duties and responsibilities, the legislation and regulations affecting their conduct, and the principles of good corporate governance required by the company, its clients, and other social partners. The Board provides effective, ethical leadership and vision that enhances the company’s objectives and supports its long-term, sustainable development and growth.
Our independently managed Vuvuzela whistleblower hotline is available to all our partners and staff to report complaints, suspicious behaviour, corruption, or fraud.
Company secretary
The Board appointed Andisa Corporate Services (Pty) Ltd to provide secretarial and corporate governance advisory services to Tshikululu in 2021. The Board is satisfied that the company secretary is suitably qualified and sufficiently empowered and resourced to fulfil the obligations of the role.
The Human Resources Committee
The Human Resources Committee is the sub-committee of the Board tasked with directing all human resources and remuneration matters. Its responsibilities include reviewing the processes for approving annual salary increases, recommending remuneration packages for executives, reviewing company policies as they relate to HR, and overseeing the establishment and application of Tshikululu’s code of ethics, which sets out the ethical principles, values, and practices that Tshikululu’s employees and directors are expected to uphold. The committee plays a vital role in ensuring that the company has a competitive compensation strategy that motivates employees to achieve the long-term success of the organisation. To view members of the committee, see our leadership.
Audit, Risk and Compliance Committee
Tshikululu’s Audit, Risk and Compliance Committee is appointed by the Board and has a formally approved charter. The committee’s principal regulatory duties are to oversee the integrity of Tshikululu’s internal control environment and to ensure that financial statements are appropriate and comply with the relevant laws and accounting standards. It also provides independent oversight of the risk and compliance activities undertaken within the company, ensuring that an effective policy and plan for risk management exists and has been implemented in line with the company’s objectives, and that the company’s disclosures are timely, sufficiently detailed, and relevant to stakeholders.
The committee interacts with the Human Resources Committee on human resource related risks. The annual financial statements are reviewed and recommended by the committee to the Board, and have been audited by the independent auditor, Deloitte and Touche, which has served as the company’s external auditor since 1998; the audit partner is rotated every five years. The committee is satisfied that the auditor is independent and receives assurances to this effect. Internal audit services are performed by BDO, and the committee annually reviews and approves the internal audit plan and receives reports at every meeting on audits conducted. The committee is satisfied that it has discharged its duties as set out in its charter for the year under review. To view members of the committee, see our leadership.
Executive Committee
The Executive Committee plays a central role in governance and strategic direction at Tshikululu. It provides guidance and leadership to the broader management team and serves as a sounding board for senior leadership, ensuring effective communication and information flow between the Board and the executive team. The committee is responsible for disseminating the company’s value system and creating an enabling environment within which business units can grow and prosper. It is appointed by the Board and chaired by the CEO. To view members of the committee, see our leadership.