OUR GOVERNANCE

Corporate governance aligned to the King IV^TM principles

Board COMMITTEE Reports - Focus 2023 and outlook for the year ahead 2024

NOMINATIONS AND GOVERNANCE COMMITTEE (NOMGOV)

CHAIRPERSON: Vincent Motholo

Members of committee in the period 1 January 2023 to 31 December 2023

Vincent Motholo - (100% Attendance)
Jacobus Swanepoel - (100% Attendance)
Yasmin Forbes (from May 2023) - (100% Attendance)
Johan du Toit (until May 2023) - (100% Attendance)

COMMITTEE PURPOSE AND HOW IT CONTRIBUTES TO VALUE CREATION

The committee's main responsibility entails assisting the Board in fulfilling its responsibility to the members and associates of the Institute and the stakeholders by monitoring and recommending corporate governance principles that apply to the Institute to the Board and reviewing the membership and performance of the Board and other governing bodies and structures.

DECLARATION

The committee reports that for the year ended 31 December 2023, it is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, the Committee Terms of Reference, King IV™ and other applicable standards and codes, as well as SAICA’s Governance Framework for SAICA and its controlled entities.

Key focus areas and value-creating activities for the period under review

In the year under review, the committee successfully fulfilled its responsibility to oversee Board and CEO succession planning for the SAICA Board.

BOARD SUCCESSION

Comprehensive assessment − Conducted a thorough analysis of Board demographics and skill requirements
Workplan implementation − Initiated and executed a plan to appoint three new Board members following the 2023 rotation
Successful appointments − Filled all three Board vacancies at the May 2023 AGM
Committee vacancies addressed − Assessed and proposed filling committee vacancies to the Board
Effective onboarding − Ensured new members participated in a well-structured induction programme

CEO SUCCESSION

The committee successfully filled the CEO position with the appointment of Ms Patricia Stock.

ADDITIONAL GOVERNANCE ACTIVITIES

Framework review − Reviewed and updated the SAICA Governance Framework
Regional council charters − Reviewed and revised the SAICA regional council charters
NOMGOV terms of reference − Conducted an annual review of the NOMGOV terms of reference
Policy universe review − Reviewed and updated the SAICA policy universe
Committee appointments − Proposed various appointments to SAICA prescribed committees and the Disciplinary Panel
Board evaluation − Managed the annual Board evaluation programme

Overall, the committee effectively fulfilled its mandate, ensuring a smooth and well-planned leadership succession process for SAICA.

FUTURE FOCUS AREAS 2024

Consider Board succession planning
Oversee implementation of governance review committee recommendations
Oversee the development of the project plan to address matters that will enhance the Board’s work following Board evaluations
CEO performance review