Girls and Boys Town Integrated Biennial Report April 2018 – March 2020

42 Girls & Boys Town South Africa Integrated Biennial Report 2018/2020 CORPORATE governance GBTSA is constituted in terms of a memorandum of incorporation (MOI) which sets out the structure of the organisation and its governance mechanisms. The Board composition reflects the appropriate mixture of knowledge, skills and experience envisaged in the MOI. It has become more diverse in terms of race, age and gender and benefited from this in terms of different insights and perspectives. The religious roots of GBTSA are reflected today in the deeply ingrained values and moral culture of now non- sectorial organisation. Our membership comprises individuals from various religious orders and serves the additional purpose of ensuring smooth succession over the years. The relationship between management and Board members is one of confidence and trust. The health of the relationship is evident in the quality of discourse and collaboration. Regional Committee members play a significant governance role and the three regional Chairs serve on the National Board as trustees. This is the first report in which GBTSA has adopted the integrated reporting framework. We have taken guidance from the principles of the King IV report on Corporate Governance in identifying areas where application of these principles can be enhanced. Governance structure Governance of GBTSA is exercised through a Board consisting of 15 members, who volunteer their expertise and services pro bono. The Annual General Meeting (AGM) is responsible for electing Board members and approving formal resolutions that guide the organisation. While trustees and board directors have many differences, they also share a fair amount of similarities. Trustees’ primary duty is to the beneficiaries of the organisation, whereas, Board members are responsible for ensuring that the organisation follows the policies that they establish and always adheres to the organisation’s mission. Nomination as a trustee is in writing, is signed by the nominator and any voting member of the organisation, and is accepted in writing by the candidate. The Board elects the Chairperson annually and David Daniels currently holds this position. The CEO, with the help of Company Secretary, assumes responsibility for an informal induction programme, which provides new Board appointees with a comprehensive briefing on GBTSA strategy, financials and accounts, as well as operational activities. Before on-boarding, a prospective Board member attends Board meetings as observers. Board members take an oath of confidentiality and complete a form for submission to the Director General of the Sexual Offenders unit to obtain clearance against the Child Abuse Register. Responsibilities of the Board The Board provides strategic guidance and maintains close oversight of the activities of the organisation through at least four scheduled meetings a year. Formal Board committees are maintained for the following functions: operations, capital projects, audit and risk, investments, and human capital. These committees meet quarterly and formal minutes are recorded for each meeting. The Board approves the annual budget presented by the CFO. Any expenditure outside of the approved budget must be authorised by the Board. The Chair of the Board and the CEO ensure that management and governance functions are independent and that control of the organisation is vested primarily in its members – meeting at the AGM – the Board and executive management. This structure ensures that no individual exercises unfetter powers of decision-making and that members of management exercise authority within the guidance of a strategic framework and clear plans.