Non-Executive Directors (Independent): Ronnie Stein (Chairman), Dave Robins (Deputy), Randall Titus, Viola Manuel, Brad Geyser
Non-Executive Directors (Appointed): Mark MacLean representing ACSA, Karl Otto representing SAMSA
Executive Directors: Dr Cleeve Robertson (CEO), Mark Hughes (Operations) and Mark Koning (Finance)
Company Secretary (Pro Bono): Chris Wilson, Kilgetty
Honorary Life Governors: Dave Abromowitz, Peter Bacon, Chris Hudson, Hennie Taljaard, Ian Strachan, Ian Hamilton, Captain Keith Burchell, Howard Godfrey, Rob Stirrat, Allan Cramb, Ian Wienburg, Brian Hustler, Eddie Noyons, Michael Patterson, Mike Elliot, Dave Roberts and Clive Shamley.
Honorary Life Governors are individuals who have made an exceptional and outstanding contribution to the NSRI over a number of years. The award of HLG may be proposed by;
• Directors of NSRI
• Members of the NSRI
The proposal must be submitted to the CEO who will consider the nomination with the Chairman of the Governance Board and make a recommendation to the Governance Board.
The Governance Board shall ratify the award. The Chairman shall issue a letter and certificate to the recipient on behalf of the NSRI and recognize them personally in the Magazine, on the Website and in the Annual Report.
The role of Honorary Life Governors is;
• To act as wise counsel to NSRI;
• To facilitate fundraising by introducing funders;
• To vote at the AGM;
• To attend any meeting of the NSRI as they see useful.
GOVERNANCE STRUCTURE
Governance is provided through a Board consisting of eight independent non-executive directors, four executive directors, two appointed non-executive directors and a pro bono company secretary. The Annual General Meeting (AGM) of members is responsible for electing Board members and approving formal resolutions that guide the company. The Board elects the Chairman annually, with the current Chairman being Ronnie Stein. The Board maintains close oversight over the activities of the company through scheduled meetings of the Board and its committees.
Formal Board committees are maintained for the following functions: Risk, Human Capital, Investment, Operations and Audit. These committees meet quarterly and formal minutes are recorded for each meeting and reported on at each full Board meeting. The Board meets
quarterly to consider issues of governance and once annually to discuss the strategy of the NSRI.
The executive management team consists of a CEO and three executive managers, responsible for Operations, Fundraising and Marketing and Financial Management respectively. The executive managers are responsible for employing and managing the staff required to competently execute the business of each department. The Board approves the annual budget presented by management and provides the necessary authority for expenditure. Expenditure outside of the approved budget must be approved by the Board at a full Board meeting.
The roles of Chairman of the Board and Chief Executive Officer are separate to ensure that management and governance functions are independent and that control of the company is vested primarily through the members in AGM, the Board and the executive. This structure ensures that no single individual exercises unfettered powers of decision-making but that the executive has very clear mandates and exercises management within the guidance of a framework and clear
plans.
The directors participate in Board committees and all meetings are recorded and actioned against minutes monitored. The committees hold the executive to account to ensure that management complies with all legislation, regulation and policies. The governance structures strive to
achieve transparency, accountability, integrity and ethical leadership but also provide practical guidance to the executive regarding sustainable development of the activities of the company.
The NSRI rotates directors in a three-year cycle and retiring directors offer themselves for re-election or are replaced by resolution at an AGM of the members of the NSRI.
The Board is satisfied that it has fulfilled its responsibilities in accordance with its charter.
BOARD EVALUATION
A bi-annual Board effectiveness evaluation is undertaken via a survey questionnaire sent out by the company secretary. The survey results are reported to the Board for attention and remedial action if necessary. Scores improved year-on-year from 2017 to 2018 in respect of the performance of the Board, its members and its structures. The action by the Board in 2018 included ensuring that
the Social Literacy Conversation engaged with the Board, the Station Commanders and the volunteer personnel in seeking to achieve organic evolution of the diversity of race, gender, language and thought at all levels in the organisation. The Board endorsed social literacy curriculum development within our eLearning platform to ensure universal access to learning material and concepts in creating the context and toolbox for change.
The decision was taken to create a peer volunteer committee to provide oversight and reference with respect to creating appropriate diversity, specifically within the volunteer segment of the organisation. In responding to the ethical climate of the organisation, the executive has created a structure to review business decisions against an ethical reference, providing the opportunity to reflect on whether particular decisions and activities satisfy ethical benchmarks.
BOARD COMPOSITION
The NSRI is constituted through a Memorandum of Incorporation (MOI) which details the structure of the company and its governance mechanisms. The Board of directors continue to take guidance from the principles advocated in the King IV Report on Corporate Governance
(King IV) and, having completed a gap analysis in 2018, are satisfied that the NSRI is substantially compliant with King IV™. The fact that the NSRI were awarded for the best Integrated Report in the NPO category by the Institute of Chartered Secretaries in 2018, illustrates, amongst others,
the NSRI’s commitment to Corporate Governance.
The Board composition reflects the appropriate mix and knowledge, skills, experience, and independence and has achieved greater representivity in terms of race. The Board will recruit two further independent directors in 2019 to improve the diversity of race and age, recognising that millennials bring different insights.
Download NSRI King IV Principles Narrative
Download NSRI Code of Ethics and Conduct
The Annual Integrated report forms part of, and should be read in conjunction with, a suite of reports available below which include as well as the King IV Principles Narrative:
• A Risk Register
• Annual Financial Statements for 2018
Tax Clearance Certificate 2018/19
BEE Factual Finding Report 2018
NSRI IT Steering Committee 2018 Report
