Corporate governance report - Board committees

The Board has established nine committees, comprising six governance committees and three operating committees, which are responsible for assisting the Board in discharging its responsibilities.

Governance committees

• Audit
• Remuneration
• Risk
• Nominations
• Board Transformation
• Quality Assurance and Clinical Risk Audit

Operating committees

• Executive
• Finance and Investment
• Operational Transformation

Each committee acts according to clearly defined terms of reference approved by the Board. Board committees are entitled to take independent and external professional advice, as and when necessary, and are subject to regular evaluation by the Board to monitor their performance and effectiveness.

Governance committees

Audit Committee

The Audit Committee comprises Messrs HR Levin (Chair), APH Jammine, KD Moroka and MI Sacks.

During the previous financial year, pursuant to section 269A of the Companies Act (Corporate Laws Amendment Act) which came into effect on 14 December 2007, the Board appointed the Audit Committee to hold office in respect of the financial year ended 30 September 2009.

Attendance at Audit Committee meetings

during the year ended 30 September 2009

	Name	19/11/08	13/05/09	06/08/09	22/09/09
	APH Jammine
	HR Levin
	KD Moroka				A
	MI Sacks				A

	= Attendance.
A	= Apology.

Further information relating to the Audit Committee, as required by section 270A (1)(f) of the Companies Act, is now included in the Audit Committee report, which has been incorporated into the Group’s annual financial statements on page 120.

Pursuant to paragraph 3.84(h) of the JSE Listings Requirements, the Audit Committee reports that it has considered and satisfied itself of the appropriateness of the expertise and experience of the financial director of Netcare Limited.

Remuneration Committee

The Remuneration Committee comprises Messrs HR Levin (Chair), APH Jammine, AA Ngcaba, MI Sacks and SJ Vilakazi (appointed 12 February 2009).

The Remuneration Committee’s terms of reference include inter alia:

• Developing the remuneration philosophy and strategy for the Group;
• Determining Group policy regarding executive remuneration;
• Determining specific remuneration packages for executive directors and senior management; and
• Recommending for approval by the Company in general meetings, the fees payable to non-executive directors.

Independent external studies and comparisons are used to ensure that remuneration is market related and is linked to both individual and Company performance.

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Attendance at Remuneration Committee meetings

during the year ended 30 September 2009

	Name	11/12/08	05/03/09
	APH Jammine
	HR Levin
	AA Ngcaba
	MI Sacks	A	A
	SJ Vilakazi¹	N/A

	= Attendance.
A	= Apology.
N/A	= Not applicable.
1	= Appointed 12 February 2009.

The committee satisfied all its responsibilities in accordance with its terms of reference.

Risk Committee

The Risk Committee comprises Messrs JM Kahn (Chair), MI Sacks, RH Friedland, VE Firman (appointed 2 August 2009) and VLJ Litlhakanyane (appointed 12 August 2009).

The Risk Committee’s terms of reference include inter alia:

• Determining policy regarding Group risk appetite;
• Determining nature, role, responsibility, authority and scope of risk management functions in the Group;
• Developing procedures to quantify and measure risks;
• Developing risk mitigation action plans; and
• Identifying and assessing risks facing the Group.

Attendance at Risk Committee meetings

during the year ended 30 September 2009

	Name	22/10/08	04/08/09
	VE Firman¹	N/A
	RH Friedland
	JM Kahn
	VLJ Litlhakanyane3	N/A
	PG Nelson²		N/A
	MI Sacks

	= Attendance.
A	= Apology.
N/A	= Not applicable.
1	= Appointed 12 February 2009.
2	= Resigned 5 December 2008.
3	= Appointed 12 August 2009.

The committee satisfied all its responsibilities in accordance with its terms of reference.

Nominations Committee

The Nominations Committee comprises Messrs APH Jammine (Chair), JM Kahn and MI Sacks.

The Nominations Committee’s terms of reference include inter alia:

• Reviewing structure, size and composition of the Board and its committees;
• Evaluating leadership needs of the organisation and succession planning; and
• Identifying and nominating candidates for Board appointment.

Attendance at Nominations Committee meetings

during the year ended 30 September 2009

	Name	06/02/09
	APH Jammine
	JM Kahn
	MI Sacks

= Attendance.

The committee satisfied all its responsibilities in accordance with its terms of reference.

Board Transformation Committee

The Board Transformation Committee comprises Messrs KD Moroka (Chair), RH Friedland and VLJ Litlhakanyane.

The Board Transformation Committee’s terms of reference include inter alia:

• Developing transformation strategy and policy; and
• Guiding, monitoring and reviewing progress against transformation targets.

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Attendance at Board Transformation Committee meetings

during the year ended 30 September 2009

	Name	30/10/08	05/05/09
	RH Friedland
	VLJ Litlhakanyane
	KD Moroka

= Attendance.

The committee satisfied all its responsibilities in accordance with its terms of reference.

Quality Assurance and Clinical Risk Audit Committee

The Quality Assurance and Clinical Risk Audit Committee comprises Messrs MJ Kuscus (Chair), RH Friedland and VLJ Litlhakanyane.

The Quality Assurance and Clinical Risk Audit Committee terms of reference include inter alia:

• Ensuring the availability of transparent and accountable systems for the provision of patient centred, safe, high quality care;
• Identifying areas of clinical risk and standardising clinical practice;
• Reviewing systems, policies and procedures for clinical governance throughout the Group; and
• Reporting on the effectiveness of clinical risk and clinical audit management processes and structures.

Attendance at Quality Assurance and Clinical Risk Audit Committee meetings

during the year ended 30 September 2009

	Name	24/10/08	05/05/09	15/09/09
	RH Friedland
	MJ Kuscus
	VLJ Litlhakanyane

= Attendance.

The committee satisfied all its responsibilities in accordance with its terms of reference.

Operating committees

Executive Committee

The Executive Committee comprises Ms IM Davis and Messrs RH Friedland, VLJ Litlhakanyane and VE Firman (appointed on 12 February 2009), replacing PG Nelson who resigned on 5 December 2008.

The following Group executives, who are divisional, associate and branch directors, have been appointed in terms of Article 72 of the Company’s Articles of Association:

• Eileen Brannigan (Group Nursing Director)
• Melanie Da Costa (Director: Strategy and Health Policy)
• Jacques du Plessis (Managing Director: Hospitals)
• Tumi Nkosi (Managing Director: Emergency services)
• Charmaine Pailman (Managing Director: Primary care)
• Peter Warrener (Group Human Resources Director)

The Executive Committee terms of reference include inter alia:

• Monitoring the business environment and competitive landscape;
• Strategic planning and implementation of corporate philosophy, vision, mission, values and ethics;
• Formulation of budgets, operating policies and organisation structure;
• Managing stakeholder relationships and external communication protocols;
• Implementation of risk management and internal control systems;
• Managing the Group’s human resources;
• Managing the Group’s information systems;
• Designing and monitoring of key performance indicators; and
• Evaluating performance against targets.

Finance and Investment Committee

The Finance and Investment Committee is chaired by VE Firman (appointed on 12 February 2009), replacing PG Nelson who resigned on 5 December 2008.

Membership comprises three executive directors, certain Executive Committee members and other senior managers.

The Finance and Investment Committee terms of reference include inter alia:

• Raising capital and administration of banking facilities and relationships;
• Evaluating acquisitions and capital expenditure;
• Determining the economic forecasts and the overall framework that sets hurdle rates for capital projects and tariff increases;
• Controlling income taxation and VAT risk, and monitoring all exposures with the revenue authorities;
• Setting of the dividend payout by applying the appropriate cover ratio;
• Reviewing and implementing all transaction approval frameworks within the Group;
• Updating accounting policies in line with latest IFRS improvements; and
• Reviewing of all Treasury risk and ensuring compliance with Treasury Policies and Procedures.

Operational Transformation Committee

The Operational Transformation Committee is chaired by VLJ Litlhakanyane. Membership comprises two executive directors, certain Executive Committee members and other senior managers.

The terms of reference of the Operational Transformation Committee include inter alia:

• Participating in the development of the Health Sector Charter;
• Implementing transformation strategies at Netcare;
• Reviewing BEE legislation and regulations; and
• Liaising with relevant stakeholders regarding BEE targets.

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