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), Mark Koning (Finance) and Janine van Stolk (Fundraising and Marketing)
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 also voted unanimously for Ronnie Stein to continue as a Director, despite him reaching the prescribed age limit.
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 at each full Board meeting. The Board meets quarterly to consider issues of governance and
receive Committee reports, and once annually to discuss the strategy of the NSRI.
The current 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 the
AGM, the Board and the executives. 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 and 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 are re-elected or 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
The company secretary performs a board effectiveness evaluation (King IV Principle 9) biannually. An evaluation was again done in 2019 and the scope of the Board effectiveness evaluation included an effectiveness evaluation of
the NSRI Board of directors collectively, and a peer to peer review of each individual Board member. The Board effectiveness valuation had a participation rate of 90,9%. The results of the assessment concluded that there was an effective Chairman in place and that members were satisfied with the agenda and Board documentation. Members highlighted the level of diversity at Board level. A comprehensive report was developed on the outcomes of the evaluation, detailing recommendations for consideration and it is gratifying to note that scores improved year
on year in respect of the performance of the Board, its members and structures. The written suggestions from each participant were useful in harnessing a summary of the key strategic issues that members believed were facing the Institute, as indicated below:
» Community focused public benefit and linked
to social/cultural activities
» Future income from the call centre
» Escalating costs of staff
» Costs relating to new computer systems
» Financial sustainability
» Solid recapitalisation program
» Reorganisation of the structure and related
change management
» Transformation of the organisation
» Renewal of the fleet
» Succession of management
» ORC programme
» Call centre integration
» Growth of the NSRI
» Maintaining income level trajectory of the call
centre operation and closing long term leases
with the Department of Public Works for
affected bases
» More representation of diversity as the public
face of the NSRI and continued penetration
and increased relevance in historically
disadvantaged communities
» Access to a greater variety of sources of
funding
» Management of brand and reputation
» Volunteer sustainability
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 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 for 2017 and 2018 in the NPO Category by the Institute of Chartered Secretaries further illustrates the NSRI’s commitment to Corporate Governance.
The Board composition reflects the appropriate mix of knowledge, skills, experience and independence and has achieved greater representivity in terms of race and gender. The Board recruited an additional member in 2019 to begin service in 2020.
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 2019
Tax Clearance Certificate 2018/19
BEE Factual Finding Report 2019
