Page 202 - SAMRC AnnualReport 2025-26

THE ACCOUNTING AUTHORITY/BOARD
The role of our Board is set out in the South African
Medical Research Council Act of 1991 and states
that “the affairs of the SAMRC shall be managed
and controlled by a Board, which shall, subject to
the provisions of this Act, determine the policy
and objectives of the SAMRC and exercise control
generally over the performance of its functions, the
exercise of its powers and the execution of its duties”. Executive and Non-Executive members,
Board Charter
The Board Charter sets out the Board’s role and 4.
responsibilities, as well as the requirements for its
composition and meeting procedures.
The Charter is reviewed annually to ensure that
the Board remains compliant with legislation and
trends in corporate governance. The review of the
Charter took place at the Board meeting held on
30 July 2025 and no amendments to the Charter
were deemed necessary.
The Board Charter requires an annual assessment of
the Board, its committees, and individual members,
including the Chairperson. The evaluation takes
the form of a self-assessment completed by each
member of the Board and was carried out in
October 2025.
5.
The role of the Board is as follows:
1. The Board is ultimately accountable and
responsible for the management and control
of the affairs of the SAMRC, subject to the 6.
provisions of the SAMRC Act. The Board
determines the policies and objectives of the
SAMRC and generally exercises control over
the performance of its functions, the exercise
of its powers, and the execution of its duties.
2. To the extent that it is not contrary to the 7.
provisions enabling legislation or the powers
of the Executive Authority, the Board or its
Committees have the responsibility to manage
the conduct of individual members of the
Board/Board Committee, as the case may be,
including referral to the Executive Authority for
appropriate intervention.
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3. The Board constitutes the focal point and
custodian of corporate governance in the
SAMRC by managing its relationship with
management and stakeholders along sound
corporate governance principles. Accordingly,
the SAMRC must be headed and controlled
by an effective and efficient Board comprising
to ensure independence and objectivity in
decision-making.
The Board must appreciate that strategy, risk,
performance and sustainability are inseparable
and to give effect to this by:
› Contributing to and approving the SAMRC’s
strategy
› Satisfying itself that the strategy and business
plans do not give rise to risks that have not
been thoroughly assessed by management
› Identifying key performance and risk areas
› Ensuring that the strategy will result in
sustainable outcomes
› Considering sustainability as a business
opportunity that guides strategy formulation
The Board has absolute responsibility for the
performance of the entity and is accountable
for such Performance. As a result, the Board
should give strategic direction to the SAMRC.
The Board must appoint and evaluate the
performance of the President, Vice Presidents,
the Chief Financial Officer and other members
of the EMC and ensure that an effective
succession plan is in place and adhered to for
all key executive posts.
The Board must retain full and effective control
over the SAMRC and monitor management
in implementing Board decisions, plans and
strategies.