Page 202 - SAMRC Annual Report 2024-2025

THE ACCOUNTING AUTHORITY/BOARD

Our Board 3. The Board constitutes the focal point and
custodian of corporate governance in the
The role of our Board is set out in the South African
Medical Research Council Act of 1991 and states SAMRC by managing its relationship with
that “the affairs of the SAMRC shall be managed management and stakeholders along sound
corporate governance principles. Accordingly,
and controlled by a Board, which shall, subject to
the provisions of this Act, determine the policy the SAMRC must be headed and controlled
by an effective and efficient Board, comprising
and objectives of the SAMRC and exercise control of Executive and Non-Executive members in
generally over the performance of its functions, the order to ensure independence and objectivity in
exercise of its powers and the execution of its duties”.
decision-making.

Board Charter 4. The Board must appreciate that strategy, risk,
The Board Charter sets out the Board’s role and performance and sustainability are inseparable
responsibilities, as well as the requirements for its and to give effect to this by:
composition and meeting procedures. a) Contributing to and approving the SAMRC’s

The Charter is reviewed annually to ensure that strategy
the Board remains compliant with legislation and b) Satisfying itself that the strategy and
trends in corporate governance. The review of the business plans do not give rise to risks that
Charter took place at the Board meeting held on have not been thoroughly assessed by
29 July 2024 and no amendments to the Charter management
were deemed necessary.
c) Identifying key performance and risk areas
The Board Charter requires an annual assessment
to be conducted of the Board, its committees, and d) Ensuring that the strategy will result in
individual members, including the Chairperson. sustainable outcomes
The evaluation is in the form of a self-assessment
completed by every member of the Board and was e) Considering sustainability as a business
opportunity that guides strategy formulation
conducted in March 2024 February 2025
5. The Board has absolute responsibility for the
The Board Charter details the role and responsibilities
of the Board, as follows: performance of the entity and is accountable for
such Performance. As a result, the Board should
1. The Board is ultimately accountable and give strategic direction to the SAMRC.
responsible for the management and control of 6. The Board must appoint and evaluate the
the affairs of the SAMRC subject to the provisions performance of the President, Vice Presidents,
of the SAMRC Act. The Board determines the the Chief Financial Officer and other members
policies and objectives of the SAMRC and of the EMC and ensure that an effective
exercises control generally over the performance succession plan is in place and adhered to for
of its functions, the exercise of its powers and the all key executive posts.
execution of its duties.
7. The Board must retain full and effective control
2. To the extent that it is not contrary to the provisions over the SAMRC and monitor management
enabling legislation or the powers of the Executive in implementing Board decisions, plans and
Authority, the Board or its Committees have the strategies.
responsibility to manage the conduct of individual
members of the Board/Board Committee as the 8. The Board must ensure that the SAMRC is and
case may be, including referral to the Executive is seen to be a responsible corporate citizen by
Authority for appropriate intervention. having regard to not only the financial aspects

200 SAMRC ANNUAL REPOR T 2024-25