Committee reports

The Committee oversees human capital strategy, including human resources policy implementation, to ensure the organisation attracts, develops and retains the talent required to deliver its mandate in line with its business and social imperatives. This includes oversight of remuneration, nominations and succession planning. The Committee’s responsibilities also extend to those of a Social and Ethics Committee.

• The Committee meets at least quarterly in accordance with its approved workplan and reports to the Board through formal minutes and feedback.

• Recommended remuneration structures including cost-of-living adjustments and total cost of employment.
• Reviewed workforce size, human capital budgets and succession planning.
• Ensured employment equity, B-BBEE transformation and related human resource legislation compliance.
• Oversight of labour relations, disciplinary processes and human resource policy implementation.
• Reviewed and approved key human capital policies, including the whistleblowing and harassment policies, strengthening ethical conductand reporting mechanisms.
• Monitored employee health, wellness and organisational culture initiatives.
• Coordinated Board training, Director induction and governance capability development.

The Committee is satisfied that it has fulfilled its responsibilities set out in its terms of reference, including its mandate under the Companies Act and King IV, to provide independent oversight of human capital, social and ethics matters.

The Committee oversees financial reporting integrity, internal controls, external audit, risk management, compliance with laws and standards, and the effectiveness of combined assurance.

• The Committee meets at least quarterly, in accordance with its approved schedule and submits written minutes of meetings to the Board. Representatives of the NSRI’s external audit partners, Cecil Kilpin & Co, attend meetings by invitation.

• Reviewed and recommended the Annual Financial Statements, annual budget, quarterly management accounts and key governance policies.
• Evaluated internal and external audit functions and the effectiveness of financial management structures and governance. As a result, the internal audit programme has been replaced by targeted audits, reflecting a more focused, cost-effective assurance approach.
• Oversaw risk management processes, including procurement, occupational health and safety, legal and compliance risks in the risk register.
• Considered reports relating to risk, ethics and whistleblowing, and confirmed that appropriate processes are in place.
• Assessed B-BBEE compliance and related accreditation.

The Committee is satisfied that it has fulfilled its responsibilities set out in its terms of reference, including its mandate under the Companies Act and King IV, to provide independent oversight of audit processes and the necessary assurance.

The Committee manages the NSRI’s Endowment Trust, ensuring financial security for the company with a reserve that can support operations during a crisis and fund strategic capital projects. Management provides executive insight and ensures company-wide alignment.

• The Committee meets at least quarterly to review investment portfolio performance, assess cash availability and liquidity forecasts and guide the investment strategy in line with the NSRI’s long-term objectives.

• Monitored portfolio values within the Endowment Trust.
• Reviewed the performance of external portfolio managers against benchmarks.
• Assessed requests for capital drawdowns to support company priorities.

The Committee is satisfied that the NSRI’s investments were managed prudently in 2025.