OUR GOVERNANCE

Driving Value Creation

Nominations and Governance Committee (NOMGOV)

Committee purpose and how it contributes to value creation

The purpose of the Nominations and Governance Committee is to assist the SAICA Board in fulfilling its responsibility to the Institute’s members and stakeholders by monitoring and recommending corporate governance principles to the Board that need to be implemented and reviewing the performance and membership of the Board and other governing bodies.

Chairperson
  • Vincent Motholo
Members of committee in the period 1 January 2024 to 31 December 2024 and attendance
  • Vincent Motholo (100%)
  • Jacobus Swanepoel (Not re-elected as the Council President at the Council meeting of 18 March 2024) (100%)
  • Yasmin Forbes (100%)
  • Thandi Thankge (until 11 June 2024) (100%)
  • Brenda Tsvetu (from 11 June 2024) (100%)
  • Akash Singh (from 11 June 2024) (67%)
Meeting attendance

94.5%

Declaration

The committee reports that for the year ended 31 December 2024, 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, and SAICA’s Governance Framework for SAICA and its controlled entities.

Meeting attendance

100%

Members of NomGov Ad-hoc committee for Board appointments in the period 1 January 2024 to 31 December 2024 and attendance
  • Yasmin Forbes (100%)
  • Tintswalo Mofokeng (100%)
  • Thandi Thankge (100%)
  • Jacobus Swanepoel (100%)
Key focus areas and value creating activities for the period under review
Committee focus for 2024:
  • Governance activities:
  • SAICA Board subcommittees National Council Workplans: Recommended the alignment of the Board subcommittees and the Council workplans to the AGM following the outcome of the governance review
  • Reviewed and updated the SAICA Governance Framework which incorporated recommendations from the Governance review and Board and Board subcommittees annual evaluation conducted by the Institute of Directors South Africa (IODSA)
  • Provided input into the SAICA Council proposals on GRC recommendations which will be tabled before the SAICA Council
  • Supported the introduction of a Corporate Governance best practice recommendation: Induction Manual. The manual suggests incorporating continuous director development opportunities, including potential training from recognised governance organisations like IODSA. An induction programme was a positive initiative which will also be exceptionally useful across the entire SAICA community, including the SAICA Council, regions and districts. This will also be extended to SAICA executive management development training
  • Supported the use of a formalised guide for the appointment of candidates to the SAICA Board
  • Recommended refinements to the Board application form which will assist to streamline the sifting through the volumes of applications
  • Conducted an annual review of its terms of reference
  • Approved and supported various appointments to the SAICA Prescribed committees, SAICA controlled entities, and international bodies emphasising the importance of diversity and skill representation in the structures
  • Continued to review its risks landscape
  • Recommended the proposed Group structure (following the outcome the SAICA Organisational review) to the Board for approval with recommendations
Board succession
  • Comprehensive assessment – Conducted a thorough analysis of Board demographics and skill requirements
  • Workplan implementation – Initiated and executed a plan to reappoint three Board members following the 2024 rotation
  • Successful appointments – Filled all three Board vacancies at the May 2024 AGM
  • Committee vacancies addressed – Assessed and proposed filling committee vacancies to the Board
  • Effective onboarding – Ensured both Board members and SAICA Council Board participated in a well-structured induction programme
Board observer role
  • Assisted the Board with the appointment of a Board observer candidate
Evaluation of CEO performance
Future focus areas 2025

NomGov will focus on the following key areas for 2025:

  • Monitoring the implementation of the governance review task team recommendations
  • Enhancing the SAICA Governance Framework
  • Board, National Council and Prescribed committees’ succession
Risks
Capitals
King IVTM
Trust
Stakeholders

Internal: Members, CEO, COO, Company Secretary, National Council, MANCO and SAICA-controlled entities
External: IRBA and other regulators