Board of Directors

Tshikululu’s Board of Directors is committed to high standards of corporate governance and endorses the four governance outcomes set out in King IV, namely an ethical culture, good performance, effective control and legitimacy. The directors have a duty to act in good faith, with due diligence and care in the best interests of the company, clients and all stakeholders.

The Board is responsible for assessing organisational risks, and has committees for Audit, Risk and Compliance, and Human Resources. The Board has full and effective control of the company and is responsible for the strategic direction of Tshikululu and its financial sustainability. This is achieved by the Board’s continuous review of the implementation of the approved company strategy and by ensuring that the company remains relevant in the changing South African landscape. The specific roles of the Board and its committees are clearly set out in the Board Charter and Committee Terms of Reference. These are reviewed annually to align to current practices and ensure that the legitimate interests and expectations of stakeholders are met.

The Board’s duties performed during the year under review included the following:

• Approved strategies, major plans of action, policies and procedures;
• Monitored operational performance;
• Continuously identified risks that could impact the company’s sustainability;
• Ensured that structures are in place to monitor and manage these risks and related internal controls;
• Ensured that structures are in place to maintain effective corporate governance;
• Established key performance indicators in terms of the company’s business plans (including nonfinancial indicators) and annual budgets; and
• Approved major capital expenditure

Composition

The Chairman of the Board is a non-executive director and performs the role of leading the Board. This role does not overlap with that of the Chief Executive Officer (CEO), who is responsible for running the company’s business and implementing the policies and strategies adopted by the Board. The Board appoints the CEO and sets the terms of the CEO’s employment contract. All Board authority conferred on management is delegated through the CEO. In line with the recommendations of King IV, the company has appointed a Lead Independent Director (Dr Mothomang Diaho).

Tenure of Office

The retirement age for directors is 70 years, unless recommended to the contrary by the Human Resources Committee and accepted by the Board. The continued term of office of directors who have served a nine-year period is assessed annually by the Board. The Board annually reviews its mix of skills, knowledge, experience, competencies and diversity (including age, race and gender). The Board also ensures that a comprehensive induction programme is available for all new directors, and this is co-ordinated by the company secretary.

Ethical Performance

All Board members are expected to be aware of their duties and responsibilities, the legislation and regulations affecting their conduct, and the principles of good corporate governance required by the company, its clients and other social partners. The Board provides effective leadership and vision to the company on an ethical basis and in a way that will enhance the company’s objectives and ensure long-term, sustainable development and growth of the company.

It is also important to state that our independently managed Vuvuzela whistleblower hotline is available to all our partners and staff to report any complaints, suspicious behaviour, corruption or fraud.

Company Secretary

The Board appointed Andisa Corporate Services Pty Ltd to provide secretarial and corporate governance advisory services to Tshikululu in 2021. The Board is satisfied that the company secretary is suitably qualified and sufficiently empowered and resourced to fulfil the obligations required of the role.

The Human Resources Committee (HRC)

The Human Resources Committee (HRC) is the sub-committee of the Board tasked with the responsibility to direct all human resources and remuneration matters. The responsibilities of the committee include reviewing the processes for approval of annual salary increases; recommending remuneration packages for Executives; reviewing company policies insofar as they relate to HR; and overseeing the establishment and application of Tshikululu’s code of ethics, which sets out the ethical principles, values, and practices that Tshikululu’s employees and directors are expected to uphold.

Overall, the HRC plays a vital role in ensuring that the company has a competitive compensation strategy that motivates employees to achieve the long-term success of the organisation. To view members of our HRC, click here

Audit, Risk and Compliance Committee

Tshikululu’s Audit, Risk and Compliance Committee is appointed by the Board and has a formally approved charter. The committee’s principal regulatory duties are to oversee the integrity of Tshikululu’s internal control environment and to ensure that financial statements are appropriate and comply with the relevant laws and accounting standards.

The committee also provides independent oversight over the risk and compliance activities undertaken within the company. This includes ensuring that an effective policy and plan for risk management exists and has been implemented in line with the company’s objectives and that the company’s disclosures are timely, sufficiently detailed and relevant to stakeholders.

The committee also interacts with the Human Resources Committee regarding human resource related risks. The annual financial statements, are reviewed and recommended by the committee to the Board, have been audited by the independent auditor, Deloitte and Touche. Tshikululu believes that the auditor has observed the highest level of business and professional ethics. The committee is satisfied that the auditor is independent and receives assurances in this regard from the auditor. Deloitte and Touche has served as the company’s external auditors since 1998. The audit partner is rotated every five years.

Internal audit services are performed by BDO. The committee annually reviews and approves the internal audit plan and receives reports at every meeting on audits conducted.

The committee is satisfied that it has discharged its duties as set out in its charter for the year under review.

To view members of our ARC, click here

Executive Committee

The Executive committee (EXCO) in Tshikululu plays a central role in governance and strategic direction. It provides guidance and leadership to the broader management team, serving as a sounding board for senior leadership. EXCO ensures effective communication and information flow between the Board of directors and the executive team.

EXCO is responsible to disseminate the company’s value system and create an enabling environment within which business units can grow and prosper. This committee is appointed by the Board and chaired by the CEO. To view our Executive Committee, click here