BOARD COMMITTEES

EXECUTIVE AUTHORITY AND SHAREHOLDER

EXECUTIVE AUTHORITY AND SHAREHOLDER

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BOARD COMMITTEES AND ASSURANCE PROVIDERS

The Board Committees are formally constituted and are chaired by independent non-executive directors. The Board Committees assist the Board in the performance of duties and enables effective decisionmaking through providing detailed attention to matters within their respective terms of reference. The Committees report to the Board on their activities at every quarterly Board meeting. In terms of the Water Services Act and King IV, the Board is authorised to delegate powers to the Committees established by the Board. The functions and powers delegated to Committees are set out in the written Terms of Reference, which are formally approved by the Board and are reviewed frequently.

Those charged with governance are required by law to avoid conflicts of interests, in cases where such conflict cannot be avoided, it should be disclosed to the Board in full and at the earliest opportunity, and then proactively managed subject to legal provisions. At the start of a financial year, each members of the Board is required to submit a declaration of all financial, economic and other interest held by a member and related parties or whenever there are significant changes.

At the beginning of each meeting of the Board or its committees, all members are required to declare whether they have any conflict of interest in respect of a matter on the agenda. During the period under review, none of the members had any conflict of interest to declare.

AUDIT, FINANCE AND RISK COMMITTEE

The Committee is mandated to exercise oversight and ensure achievement of the highest level of financial management, accounting and reporting to the Shareholder and to meet the requirements prescribed in section 51(1)(a)(ii) and 76(4)(d) of the Public Finance Management Act (Act 29 of 1999), as well as Treasury Regulations, 2005 (Chapter 27.1). The Audit, Finance and Risk Committee’s oversight responsibility covers issues of ethics, and performs a critical function of risk management oversight by ensuring the effectiveness, quality, integrity and reliability of uMngeni-uThukela Water’s risk management processes.

The terms of reference of the Audit, Finance and Risk Committee take into account the recommendations in King IV, the Companies Act (Act 71 of 2008), the Public Finance Management Act (Act 29 of 1999) as amended and Treasury Regulations, 2005, to ensure alignment to best practice and legislation.

SOCIAL AND ETHICS COMMITTEE

The Board acknowledges its responsibility to ensure that uMngeniuThukela Water is a fair, transparent and ethical entity and continues to exercise oversight through its already fully functional Social and Ethics Committee as prescribed in Section 29.1.1 of the Treasury Regulations in the PFMA as well as in line with the requirements of section 72 (4) of the Companies Act (Act No.71 of 2008).

The Social and Ethics Committee accounts to the Board. Any highrisk areas identified are managed and mitigated at that level. The Committee provides assurance to the Board that there are effective ethics management systems, institution-wide prevention of fraud and corruption and ensures that complaints are managed effectively, followed up appropriately and investigated competently.

The Committee consists of five (5) non-executive directors and the Chief Executive, the Committee is chaired by an independent nonexecutive director. A code of ethics has been approved by the Board and provides guidelines for ethical decision-making by all employees, board members, and stakeholders. The code formally acknowledges the organisation’s intent to undertake business in an ethical manner and is communicated to all employees through various awareness and communication forums and programmes.


INTERNAL AUDIT COMMITTEE

Internal Audit is an independent assurance function, the purpose, authority and responsibility of which is formally defined in a charter approved by the Board in line with stipulations of the Institute of Internal Auditors. In line with the requirements of the Public Finance Management Act (PFMA) and Good Governance, the internal audit function gives the Audit Committee and management assurance on the appropriateness and effectiveness of internal controls.

During the year under review, a number of audit assignments were undertaken , and these included the following:

  • Compliance Audits;
  • Internal Controls and Process Audits;
  • Audit of the Pre-determined Objectives; and,
  • Information Communication Technology Audits.

The Board can take “Reasonable Assurance” on the adequacy and effectiveness of Governance, Risk Management and Internal Control, within those areas that were reviewed. Some matters require management attention in control design or compliance with low to moderate impact on residual risk exposure until they are resolved.

COMPLIANCE WITH LAWS AND REGULATIONS

uMngeni-uThukela Water continues to enhance its compliance management system. The entity continued to use its Legal Compliance Regulatory Universe, Compliance Checklists and Compliance Monitoring/Assurance Plan for monitoring and reporting Legal Compliance. The areas of non-compliance that were flagged in the year are receiving the necessary attention.

EXTERNAL AUDIT

The Auditor General of South Africa (AGSA) is mandated to conduct an independent audit of uMngeni-uThukela Water. The AG provides independent assurance on the entity’s Annual Financial Statements including a review of predetermined objectives information, risk management, internal control systems and compliance with legislation and regulations applicable to the institution. This is based on, among others:

  • Assessing the risks of material misstatement of the consolidated financial statements, the report on predetermined objectives and material non-compliance with laws and regulations;
  •  Considering internal controls relevant to uMngeni-uThukela Water’s preparation and fair presentation of the financial statements, the report on predetermined objectives and compliance with laws and regulations;
  • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management; and
  • Evaluating the appropriateness of systems and processes that ensure the accuracy and completeness of the financial statements, the report on predetermined objectives and compliance with laws and regulations.

The external auditors express an opinion on the consolidated financial statements and report on findings relating to their audit of the report on predetermined objectives and compliance with material matters in laws and regulations applicable to the entity.

HUMAN RESOURCES AND REMUNERATION COMMITTEE

Objective The Human Resources and Remuneration Committee (“the Committee”) is a Committee of the Board, comprised of wholly of Nonexecutive directors and whose responsibility covers providing strategic guidance and oversight over human resource issues and matters connected therewith, recommending appointment of Executive Management, remuneration and benefits framework to the Board.

Key Responsibilities of the HR and Remuneration Committee The Committee provides strategic guidance and oversight over human resource issues and matters connected therewith, including any strategic restructuring, realignment and re-organizing of the organization, in particular on the following key focus areas:

  • Human Resources policies, organisational structure and compliance with the Employment Equity Act, (Act 55 of 1998) and other Labour legislation,
  • Conditions of employment of executive management, ii. Appointment of the Chief Executive, Company Secretary and members of executive management,
  • Remuneration packages for the Chief Executive, members of executive management and staff,
  • Succession planning for executive management,
  • Policies and practices for Performance Management
  • Strategic Human Resource related matters, and
  • Special rewards recommended by the Chief Executive.