Corporate Governance

The Board of Directors and its Committees play a paramount role in ensuring the company’s compliance with laws, codes of best practices and regulations. This vital compliance role facilitates successful implementation of the company Strategy and performance review of the organisation and the Chief Executive Officer. The Board is implementing its functions beyond satisfaction; however, it needs to define and document the organisation Governance and Compliance Framework. Additional areas for attention include Board Protection and Evaluation. The Board ensures that adequate systems are in place.

CORPORATE GOVERNANCE

CONTINUED

THE ROLE OF THE BOARD

The Board of Directors and its Committees play a paramount role in ensuring the company’s compliance with laws, codes of best practices and regulations. This vital compliance role facilitates successful implementation of the company Strategy and performance review of the organisation and the Chief Executive Officer. The Board is implementing its functions beyond satisfaction; however, it needs to define and document the organisation Governance and Compliance Framework. Additional areas for attention include Board Protection and Evaluation.

COMPOSITION OF THE BOARD

The Board comprises eight Non-Executive Directors. The selection and appointment of members of the BoFiNet Board is a prerogative of the Minister of Transport and Communications. Integral to good governance is responsible corporate citizenship through adherence to the company Constitution and applicable statutory requirements and international governance practices. To achieve this outcome, the Board ensures that adequate systems, processes, and human resources are in place. It also monitors the financial and operational performance of the company and the impact of its business on society.

BOARD CAPACITATION

BoFiNet is committed to ensuring that the Board Members are capacitated with Corporate governance tools, ensuring that they can deliver on their mandate. Due to circumstances associated with the COVID-19 pandemic.

The organisation has since adapted to operating within the constraints imposed by the public health regulations necessary to combat the disease. Hence, Board capacitation will continue in the next reporting period.

The company did not provide any training for the period under review.

BOARD COMMITTEES

TENDER COMMITTEE

The principal purpose of this Committee is to ensure that procurement principles, rules and regulations are observed throughout the procurement process. This outcome is achieved by adhering to principles of fairness, transparency and value for money throughout the procurement and disposal process. The Tender Committee concerns itself with the procurement of goods and services valued between P5,000,001 and P30,000,000.

The Finance and Audit Committee serves to ensure, create and maintain an effective control environment for BoFiNet. It also conducts compliance management for the company, supported by the Enterprise and Risk Management department. The Committee reviews financial controls, accounting systems, and reports to external stakeholders. Importantly, it also provides oversight of the organisation’s Audit function, including the appointment and compensation of the External Auditor.

The function of this Committee is to assist the Board in fulfilling its corporate governance responsibilities regarding oversight of strategic human resource matters, including remuneration. The Committee regulates substantive and procedural administration of staff welfare issues, including the recruitment process; training and development; succession planning and talent management; industrial relations matters; remuneration; and compensation. The Committee comprises three Non-Executive members who, for the reporting period, were:

Committee Chairperson

• Mr. Gadzani Albert Thangwane

Committee Members

• Ms. Yolisa Philips-Lejowa • Mr. Othusitse Lebuletswe

BOARD FINANCE AND AUDIT COMMITTEE

The Finance and Audit Committee consists of the following four Non-Executive members:

Committee Chairperson

• Ms. Keetsemang Nkoko

Committee Members

• Mr. Mr. Othusitse Lebuletswe • Mr. Gadzani Albert Thangwane • Mr. John Lovemore Vassiliadis

The Human Resource Committee consists of three non-executive members:

BOARD HUMAN RESOURCE COMMITTEE

Committee Chairperson

• Ms. Yolisa Philips-Lejowa

Committee Members

• Mr. Professor Mosepele Mosepele • Mr. John Vassiliadis