TERMS OF REFERENCE OF NON-EXECUTIVE DIRECTORS

Transcription

1 TERMS OF REFERENCE OF NON-EXECUTIVE DIRECTORS Version 2.0 Document Non-Executive Directors Terms of Reference Document ref BRD-004 Previous Version 1.0 Date of issue 25 October 2017 Issued by Paul Pauwen Director Approved by Wayne Duvenage CEO Date 12 December 2017 Date 12 December 2017 Signature Signature

2 TABLE OF CONTENTS 1. Introduction 2. Terms of reference of Non-Executive Director 2.1. Appointment and Assisting the Chairperson 2.2. Conduct and Duties 2.3. Meetings 2.4. Evaluation and Development 2.5. Effective Communications 3. Remuneration of Non-executive Directors 4. Confidentiality 5. Conflict of interest 6. Media Contacts 7. Amendments ANNEXURES Annexure A: Document History OUTA Terms of Reference of Non-Executive Directors v2.0 Page 2

3 1. INTRODUCTION 1.1. These Terms of Reference set forth OUTA s policy with regard to the Non-Executive Director This document must be read in conjunction with OUTA s Memorandum of Incorporation and where these terms of reference are inconsistent with the Memorandum of Incorporation, the Memorandum shall prevail If one or more provisions of these Terms of Reference are or become invalid, this shall not affect the validity of the remaining provisions. 2. TERMS OF REFERENCE OF NON-EXECUTIVE DIRECTORS 2.1. Appointment and Assisting the Chairperson The OUTA Chairperson is responsible for the leadership of the Board and for ensuring the effectiveness of the Board in all aspects of its role A Non-Executive Director appointment is held for a period of three years, where after the incumbent s appointment may be terminated or, by majority vote, the appointment may be extended for another year and/or for an indefinite period The Non-Executive Directors should help the Chairperson in promoting the highest standards of integrity, probity and good corporate governance The Non-Executive Directors should help the Chairperson in ensuring that the Board has considered the organisation s exposure to and appetite for risk in implementing its strategy Conduct and duties A Non-Executive Director is required to be independent A Non-Executive Director should act in good faith and in a way that is most likely to promote the ability for OUTA to achieve its goals and benefit its stakeholders as a whole In performing his/her duties A Non-Executive Director should have regard to relevant obligations under prevailing law and regulations A Non-Executive Director is not expected to play a spokesperson role A Non-Executive Director will become acquainted with the Executive Committee s roles, responsibilities and limits of authority and acknowledges that the nature of OUTA s work requires that the Executive Committee is empowered to make decisions on the cases and projects undertaken by the organization, within the limits of authority OUTA Terms of Reference of Non-Executive Directors v2.0 Page 3

4 in regard to these decisions A Non-Executive Director should ensure that he or she is fully informed about all issues to be discussed at the scheduled quarterly Board meetings, Annual Meeting and/or briefings with the Chief Executive, the Organisation s Secretary and/or other members of executive management as appropriate A Non-Executive Director should help the Chairperson establish a productive working relationship with the Chief Executive, the Organisation s Secretary, other Executive Directors and executive management as appropriate, based on trust and openness and provide constructive advice and support while respecting executive responsibility A Non-Executive Director is expected to be available in the event of a crisis, and to make available sufficient time for the performance of his or her duties. Any significant commitments should be disclosed to the Board and reported in the Annual Report. Changes to such commitments should be reported to the Board as they arise Meetings The Chairperson is responsible for chairing Board and general meetings of the Organisation A Non-Executive Director shall help the Chairperson in setting the Board agenda, taking account of the concerns of all members of the Board, and ensuring that the Board focuses primarily on strategy, performance and accountability. The Chairperson should ensure that adequate time is available for discussion of all agenda items, in particular strategic, complex and/or contentious issues, and that there is scope for constructive challenge OUTA s board meetings are scheduled on a quarterly basis and the Chairperson has responsibility for ensuring that meeting are held with sufficient regularity and frequency to enable the Board to operate effectively, and to allow Directors sufficient time to consider critical issues while avoiding unrealistic deadlines A Non-Executive Director is encouraged to engage in Board and Committee meetings by providing skills, experience and knowledge Evaluation and Development A Non-Executive Director shall help the Chairperson to ensuring there are succession plans to replenish and enhance Board skills A Non-Executive Director should endeavour to continually update his/her skills and the knowledge and familiarity with the Organisation needed to perform Board and Committee roles The performance of the Board, its Committees and individual Directors should be evaluated at least annually. OUTA Terms of Reference of Non-Executive Directors v2.0 Page 4

5 2.5. Balanced interests Non-Executive Directors shall help Chairperson in ensuring an appropriate balance is maintained between the interests of stakeholders (e.g. supporters, employees and the wider community). 3. NON-EXECUTIVE DIRECTOR 3.1. OUTA s is a not for profit organisation. The policy is not to pay for the role but to compensate for Board attendance and related travel costs Board attendance fees are determined at the Annual Meeting Extraordinary activities exceeding a Non-Executive Board member s regular activities shall be compensated separately. 4. CONFIDENTIALITY The Non-Executive Directors shall treat all information and documentation obtained with the necessary discretion and with appropriate secrecy. Confidential information shall not be disclosed outside the Board, made public or otherwise made available to third parties, even after termination from the Board. 5. CONFLICT OF INTEREST 5.1. A Director shall not participate in the discussion and/or decision making process on a subject or transaction in relation to which the Director has a conflict of interest with the Organisation A Director shall immediately disclose any potential conflict of interest to the Board, preferably prior to being appointed or prior to such situation arising. The Board shall determine whether the matter is indeed a conflict of interest with the organisation Any transaction that involves a conflict of interest shall require the prior approval of the Board and be agreed on terms that are customary in the sector in which the organisation is active A Director shall inform the board of all other boards on which he / she is a representative and obtain approval from the board, of new board appointment requests being considered by the director. 6. MEDIA CONTACTS 6.1. OUTA Communication s Policy shall apply and unless the Board determines otherwise, all Non-Executive Directors are pre-empted from furnishing information to the media. OUTA Terms of Reference of Non-Executive Directors v2.0 Page 5

6 7. AMENDMENTS 7.1. The Terms of Reference may be amended by resolution of the Board to that effect. OUTA Terms of Reference of Non-Executive Directors v2.0 Page 6

7 DATE VERSION COMMENT Appendix A DOCUMENT HISTORY 25 October Original document (Chair and Directors TORs) 12 December Revised into 2 documents: Non-Exec chairperson and Non-Exec Directors TORs. OUTA Terms of Reference of Non-Executive Directors v2.0 Page 7