The Board is enabled, in terms of the Memorandum of Incorporation and the Companies Act, to establish committees to assist it in carrying out its responsibilities in an effective and efficient manner. The Board Committees are governed by their respective terms of reference, as approved by the Board.
The terms of reference define the composition, role, responsibilities and delegated authority of each Committee. The Board monitors these responsibilities to ensure effective coverage of, and control over, the operations of the Corporation. The terms of reference of each Committee are reviewed annually. Each of the Committees is chaired by an independent non-executive director.
The Audit Committee is a statutory committee that fulfills the prescribed roles and functions.
The committee is responsible for reviewing the financial statements and accounting policies, the effectiveness of the management information and systems of internal control, compliance with statutory and regulatory requirements, interim and final audit reports, reviewing and approving the audit fees, the effectiveness of the internal audit function, external audit plans, and findings on the internal and external audits.
Committee also evaluates the effectiveness of the implementation of the fraud prevention policy.
FINANCE, INVESTMENT AND INSURANCE COMMITTEE
The Finance, Investment and Insurance Committee (“Committee”) is established in terms of section 7 of the Export Credit and Foreign Investments Insurance Act (No 78 of 1957), as amended, and constituted as a sub-committee of the Board of the Export Credit Insurance Corporation of South Africa SOC Limited (the Company) to, inter alia, consider applications for contracts of insurance, contract amendments, and claims. Finance, Investment and Insurance Committees tasks include:
- Reviewing and overseeing the execution of the annual budget;
- Reviewing and recommending to the Board an investment policy appropriate to the Corporation’s strategy and risk appetite;
- Reviewing the actuarial report on the adequacy of technical reserves;
- Monitoring the implementation of the investment strategy and investment policy statement.
The committee is constituted to assist and support the Board regarding its risk management responsibilities, together with the other board sub committees.
The committee is specifically responsible for the following:
- Enterprise wide risk
- Information Technology
- Reviews the risk management policy and strategy and recommend to board for approval
- Reviews the risk appetite and tolerance and recommend to board for approval
- Reviews Corporations risk identification and assessment methodologies to obtain reasonable assurance of the completeness and accuracy of the risk register
Evaluates the effectiveness of mitigating strategies to address the material risks of the Corporation.
SOCIAL & ETHICS COMMITTEE
Social and Ethics Committee is constituted as a statutory committee in respect of those statutory duties assigned to it in terms of section 72(4) of the Companies Act (read in conjunction with Regulation 43 of the Companies Regulations), and as a Committee of the Board in respect of all other duties assigned to it by the Board.
The Committee performs a monitoring role in respect of the sustainable development performance of the ECIC, specifically relating to:
- Stakeholder Engagement
- Health and public safety, which includes occupational health and safety
- Broad-based black economic empowerment
- Training and skills development of our employees
- Ethics and compliance
- Corporate Social Investment
HUMAN RESOURCES AND REMUNERATION COMMITTEE
The purpose of this committee is to ensure that executive directors and senior management are remunerated appropriately in line with the corporate remuneration philosophy. The committee also overseas key human resource policies and strategies and delegated board governance matters.
HR & Rem Co’s tasks include:
The responsibilities of the Committee are as follows:
(a) Review and recommend arrangements for the executive directors and the executives reporting to the CEO, including contract terms, annual remuneration and participation in the Company’s short and long-term incentive plans.
(b) Review and recommend remuneration arrangements for senior management including contract terms, retention strategy, termination policies, annual remuneration and participation in the Company’s short and long-term incentive plans.
(c) Review major changes and developments in the Company’s remuneration, recruitment, retention and termination policies and procedures for senior management, remuneration policies, superannuation arrangements, human resource practices and employee relations strategies for the Group.
(d) Review the senior management performance assessment processes, and the annual
results of those assessments.
(e) Review and approve short-term incentive strategy, performance targets and bonus
(f) Review and recommend to the Board major changes/developments to the Company’s employee equity incentive plans.
(g) Recommend whether offers are to be made under any or all the Company’s employee equity incentive plans in respect of a financial year.
(h) In respect of the Company’s employee equity incentive plans in place from time to time:
- review and determine the performance hurdles applicable to the executive directors, the executives reporting to the CEO and senior management;
- review and approve the proposed terms of, and authorize the making of, offers to eligible employees of the corporation, including determining the eligibility criteria applying in respect of an offer, in respect of a financial year;
- review and approve, within the parameters of the plans, amendments to the terms of existing plans;
- review and approve the terms of any trust deed applying in relation to the plans and of any amendment to any such trust deed, including authorizing the execution of any such trust deed or amending deed on behalf of the Group; and
- administer the operation of the plans, including but not limited to determining disputes and resolving questions of fact or interpretation concerning the various plans.
(i) Review and recommend to the Board the remuneration arrangements for the Chairman and the non-executive directors of the Board, including fees, travel and other benefits.
(j) Be satisfied that the Board and management have available to them enough information and external advice to ensure informed decision-making regarding remuneration.
- Considering Board succession and to determine the Board’s induction and continuing development programme
Reviewing succession plans for executives and Critical Positions