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 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 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 managed independently and that control of the company is vested primarily through the members in AGM, the Board and the executive. This 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 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 will be completing a gap analysis in 2018 to confirm the extent of its compliance with King IV™.
The company secretary performs a board effectiveness evaluation (King IV Principle 9) annually using a survey questionnaire. The survey results are reported to the Governance Board for attention and remedial action if necessary. In 2017 a 100% survey return was received for the first time from all Board members. Scores improved year-on-year from 2016 to 2017 in respect of the performance of the Board, its members and structures.
Two issues were identified for attention from the survey:
- Composition of the Board with regard to transformation
- Themes from Board members including transformation, the call centre, sustainability and Board member communication at Board meetings. The evaluation was noted and the Board will consider and debate its content in 2018.
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: