Board committees

Governance framework

Netcare’s governance framework enables the Board to delegate specific duties to governance committees that provide an in-depth focus on specific areas, thereby assisting the Board to discharge its responsibilities. The six Board governance committees comprise directors, executives and senior management and are supported by 10 operating committees.

Board committees

Audit committee

Responsibilities
  • Monitors the integrity of the Group’s financial statements and accounting policies.
  • Provides independent and objective assurance on the effectiveness of the internal control, governance and risk management systems.
  • Oversees the internal audit function, financial risk management, compliance and the IT control environment.
Key activities in 2016
  • Reviewed the planning and implementation of the combined assurance framework.
  • Oversaw the external audit function.
  • Reviewed King IV’s recommended five levels of combined assurance which is not expected to materially impact current levels of assurance.

Nomination committee

Responsibilities
  • Facilitates Board succession planning through director appointment and the review of potential candidates to ensure the Board retains sufficient skills over time.
  • Assesses the continued independence of independent non-executive directors serving for nine or more years.
  • Evaluates the leadership requirements of the Group.
Key activities in 2016
  • Reviewed the composition of the Board and found that there are no relationships or circumstances likely to affect the judgement of Messrs JM Kahn, APH Jammine and Adv KD Moroka as independent directors.
  • Found that L Bagwandeen is suitably qualified, experienced, and fit and proper to perform the function of Company Secretary.
  • Updated the director appointment policy to promote gender diversity at Board level.

Risk committee

Responsibilities
  • Ensures adequate processes are in place to identify and monitor the management of key risks, and that suitable risk mitigation plans are implemented.
Key activities in 2016
  • Reviewed the Group’s reporting mechanisms to ensure that top risks receive prioritised attention.
  • Reviewed the process to self-assess the control activities in place to manage risks.
  • Reviewed the process to manage and oversee legal and compliance risk.
  • Provided improved oversight of cyber security.

Remuneration committee

Responsibilities
  • Determines remuneration for directors and all employees.
  • Reviews incentives.
Key activities in 2016
  • Reviewed the performance metrics used to evaluate executives and senior management.
  • Approved annual salary increase criteria, and incentive payments.
  • Reviewed the process to manage and oversee legal and compliance risk.
  • Engaged with shareholders on best practice remuneration and enhanced remuneration reporting.

Social and ethics committee

Responsibilities
  • Provides oversight of social and economic development, sustainability and good corporate citizenship.
Key activities in 2016
  • Approved Netcare’s annual submission to the United Nations Global Compact.
  • Reviewed Netcare’s participation in various internationally accredited governance frameworks and benchmarking exercises.

Quality leadership committee

Responsibilities
  • Reviews systems that support patient-centred, safe, high-quality care.
  • Identifies clinical risks that could impact outcomes.
  • Shapes and approves the Group’s philosophy and practices.
Key activities in 2016
  • Focused on improving clinician engagement in quality improvement.
  • Reviewed the Group’s core purpose, values, mission statements, as well as the strategies, policies and goals related to environmental, social and governance impact.
  • Assessed data management in preparation for Group-wide ISO9001 certification of Netcare’s quality management system.
  • Reviewed patient feedback.