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INTEGRATED RESULTS PRESENTATION
KING III APPLICATION
 
   



Membership of the board

Board of directors

Eskom has a unitary board structure comprised of a majority of independent, non-executive directors and two executive directors. The non-executive directors, including the chairperson of the board, and the chief executive are appointed by the shareholder. The finance director is appointed by the board after approval of the candidate by the shareholder.

The term of office of non-executive directors is three years, subject to review at the annual general meeting (AGM). Retiring directors are eligible for reappointment. The appointment of non-executive directors is reviewed annually at the AGM.

Board of directors, company history, education and key directorships at 31 March 2014

Mr Zola Tsotsi (67)   Mr Collin Matjila (52)   Ms Tsholofelo Molefe (45)   Mr Brian Dames (48)
Mr Zola Tsotsi (67)
Independent non-executive director

Chairperson of the board

Appointed June 2011

BSc Mathematics and Chemistry – University of Botswana, Lesotho and Swaziland (Lesotho) BSc (Hons) Chemical Engineering – University of Surrey (UK)

  Mr Collin Matjila (52)
Independent non-executive director

Appointed June 2011

Appointed interim chief executive on
1 April 2014

BA Law – National University of Lesotho LLB – University of the Witwatersrand

Advanced Management Programme and Senior Executive Programme – Harvard Business School

  Ms Tsholofelo Molefe (45)
Finance director

Appointed finance director 14 January 2014

BCompt (Hons) (Certificate in Theory of Accounting) – University of South Africa BA (Hons) Accounting and Finance – University of East London (UK)

Chartered Accountant (South Africa)

  Mr Brian Dames (48)
Chief executive

Appointed June 2010

Resigned 31 March 2014

BSc (Hons) – University of the Western Cape MBA – Samford University, United States of America

Senior Management Programme – University of Stellenbosch


Graduate Diploma in Utility Management – Samford University School of Business, USA

Non-executive director: Industrial Development Corporation, Electric Power Research Institute

             
Dr Bernie Fanaroff (66)   Ms Queendy Gungubele (55)   Ms Neo Lesela (44)   Ms Bajabulile Luthuli (41)
Dr Bernie Fanaroff (66)
Independent non-executive director

Appointed May 2010

BSc (Hons) Physics – University of Witwatersrand

PhD Radio Astronomy and Astro Physics – University of Cambridge (UK)

Non-executive director: SKA Organisation
  Ms Queendy Gungubele (55)
Independent non-executive director

Appointed August 2011

BJuris – University of Limpopo

LLM Labour Law – University of Johannesburg

Advanced Diploma Labour Law – University of Johannesburg

Certificate in Management in Minerals and Mining Policy – University of the Witwatersrand
  Ms Neo Lesela (44)
Independent non-executive director

Appointed June 2011

BEng (Hons) Industrial Engineering – University of Salford (UK)

Executive director: Kahina Consulting CC
  Ms Bajabulile Luthuli (41)
Independent non-executive director

Appointed August 2011

BCom Acc – University of KwaZulu-Natal

Higher Diploma Acc – University of KwaZulu-Natal

Chartered Accountant (South Africa)

Non-executive director: Airports Company of South Africa SOC Ltd
             
Ms Chwayita Mabude (44)   Ms Yasmin Masithela (40)   Dr Boni Mehlomakulu (41)   Mr Mafika Mkwanazi (60)
Ms Chwayita Mabude (44)
Independent non-executive director

Appointed June 2011

BCompt – University of South Africa

Non-executive director: Airports Company of South Africa SOC Ltd
  Ms Yasmin Masithela (40)
Independent non-executive director

Appointed June 2011

BA – University of Cape Town

LLB – University of Cape Town

Higher Diploma in Company Law – University of the Witwatersrand

LLM Tax Law – University of the Witwatersrand

Non-executive director: Afrocentric Investment Corporation Ltd
  Dr Boni Mehlomakulu (41)
Independent non-executive director

Appointed April 2010

BSc Chemistry and Applied Chemistry – University of Natal

MSc Organic Chemistry – University of Natal

PhD Chemical Engineering – University of Cape Town

Chief executive: South African Bureau of Sta
  Mr Mafika Mkwanazi (60)
Independent non-executive director

Appointed June 2011

BSc Mathematics and Applied Mathematics – University of Zululand

BSc Electrical Engineering – University of Natal

Non-executive director: Transnet SOC Limited, Hulamin Ltd
             
Mr Phenyane Sedibe (44)   Ms Lily Zondo (45)        
Mr Phenyane Sedibe (44)
Independent non-executive director

Appointed June 2011

BA (Hons) Political Science/ Sociology – University of Durban-Westville

MA Social Policy – University of Durban-Westville

Non-executive director: Dicamila SA (Pty) Ltd
  Ms Lily Zondo (45)
Independent non-executive director

Appointed October 2011

BSc (Hons) – University of South Africa

BAcc – University of the Witwatersrand

Chartered Accountant (South Africa)

Non-executive director: Humulani Investments (Pty) Ltd
       

Rotek Industries performs maintenance on a transformer which is used in Transmission substations
Rotek Industries performs maintenance on a transformer which is used in Transmission substations

Changes in board composition and the company secretary

Please refer to page 68 in the integrated report for information on the changes in the 2013/14 financial year.

Governance structure

The diagram below sets out Eskom’s key governance structures:

Governance structure

Board and committee meetings

Meetings of the board and its committees are scheduled annually in advance. Ad hoc meetings are convened as and when required to address specific material issues.

Seven scheduled board meetings and four ad hoc meetings were held during the year under review.

Attendance of board and committee meetings for the year to 31 March 2014

Members
Board
 
Audit
and risk
 
Investment
and finance
 
Tender
 
Social,
ethics and
sustainability
 
People
and
governance
 
Build
programme
review
 
Total number of meetings
11
 
9
 
12
 
12
 
5
 
6
 
10
 
ZA Tsotsi 10               3   5   9  
BA Dames1,2 10       6       2   5   5  
BL Fanaroff 8   7               5      
Q Gungubele 9               5   6      
N Lesela 9           9       6      
B Luthuli 9   9       8           8  
C Mabude 9   9   10                  
Y Masithela 8   9           3          
MC Matjila 10       8   12           7  
B Mehlomakulu 9           12   5          
TBL Molefe1,3 4       2               1  
ME Mkwanazi 9       12   11           9  
SPQ Sedibe 10               5   6      
L Zondo 10   6   8                  
PS O’Flaherty1,4 4       2               4  

1. Where executive directors attend meetings but are not members of the committee, their attendance is not reflected here.
2. Resigned with effect from 31 March 2014.
3. Appointed finance director on 14 January 2014.
4. Attended meetings up to 10 July 2013, the effective date of his resignation.
5. Caroline Henry, who was the acting chief financial officer from 10 July 2013 to 14 January 2014, is not reflected here, as she was not a director.

Committees

The effectiveness of the board is improved by the use of board sub-committees to which it delegates authority without diluting its own accountability.

Statutory and board committees comprise a majority of independent non-executive directors and exercise its powers in accordance with approved terms of reference that define its composition, role, responsibilities and authority. These terms of reference are aligned with the delegation of authority framework, legislative requirements and good governance practices and are reviewed by the committees and approved by the board each year.

Audit and risk committee

The committee comprises five independent, non-executive directors who are appointed by the shareholder in accordance with the Companies Act (2008). The members of the committee were reappointed at the annual general meeting held on 10 July 2013. Collectively, members have academic qualifications or experience in economics, law, corporate governance, finance, accounting, commerce, auditing, enterprise risk management, industry, public affairs and human resource management.

The committee’s roles and responsibilities include:

The statutory functions of the audit committee set out in the Companies Act and the Public Finance Management Act (PFMA)
Risk management
Information technology governance
Serving as the audit committee for Eskom’s wholly owned subsidiaries

Six scheduled committee meetings and three ad hoc meetings were held during the year under review. These meetings were also attended by the external auditors, the chief executive, the finance director the acting chief financial officer, assurance and forensic representatives, and other relevant company officials. The assurance and forensic senior general manager and the external auditors have unrestricted access to the chairpersons of the board and this committee.

Investment and finance committee

The committee comprises four independent, non-executive directors and two executive directors.

The committee’s responsibilities include:

Reviewing Eskom’s investment strategy and capital programme and making recommendations to the board
Evaluating and approving business cases for new ventures, projects and investments within policy frameworks approved by the board
Monitoring the performance of the major capital projects and investments
Approving policies relating to, and monitoring the performance of Eskom’s treasury function
Evaluating the company borrowing programme and financial budgets and making recommendations to the board

Six scheduled committee meetings and six ad hoc meetings were held during the year under review.

Tender committee

The committee comprises five independent, non-executive directors.

Approving tenders and contracts within its delegated authority
Ensuring that Eskom’s procurement system is fair, equitable, transparent, competitive and cost effective

Eight scheduled committee meetings and four ad hoc meetings were held during the year under under review.

Social, ethics and sustainability committee

The committee comprises four independent, non-executive directors, which includes the chairperson of the board, and the chief executive.

The committee’s responsibilities include:

The statutory functions of the social and ethics committee set out in the Companies Act
Serving as the social and ethics committee for the Eskom’s wholly owned subsidiaries
Scrutinising safety practices at Eskom’s nuclear facility. The committee makes recommendations on policies, strategies and guidelines relating to nuclear issues
Ensuring that the strategy of the Eskom group and the ethical implementation thereof promotes the sustainability of the company
Recommending targets and key performance indicators on performance and components of the operations sustainability index

Three scheduled committee meetings and two ad hoc meetings were held during the year under review.

People and governance committee

The committee comprises five independent, non-executive directors, which includes the chairperson of the board, and the chief executive. The chief executive recuses himself when matters relating to his remuneration and benefits are discussed.

The committee’s responsibilities include

Making recommendations on remuneration and other human resource-related policies
Making recommendations on succession planning
Making recommendations on board and committee composition, training and evaluation
Providing oversight on governance matters, including the ethics management programme

Five scheduled committee meetings and one ad hoc meeting were held during the year under review.

Build programme review committee

The committee is an ad hoc committee of the board and has been established to provide governance, monitoring and oversight of the capacity expansion programme. The committee comprises four independent non-executive directors, which includes the chairperson of the board, and two executive directors.

The committee’s responsibilities include:

Risk management and mitigation plans relating to the capacity expansion programme
Delivery of the capacity expansion programme on time and within budget
Stakeholder engagement and public communication plans regarding the capacity expansion programme

Nine scheduled committee meetings and one ad hoc meeting were held during the year under review.