ECIC IR 2023

Integrated Report 2023

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Activities in 2022/23 The Board undertook, among others, the following activities: c Approved projects which were strategically aligned with the Corporation’s mandate; and c Provide oversight over the implementation of the Strategic/Corporate Plan. Plans for 2023/24 The Board’s plans for 2023/24 include, among others, the following: c Ensure that the Corporation approves projects that positively contribute towards the South African economy and promotes value creation; c Enhance and ensure that an ethical corporate culture is fully embedded into the organisation; and c Monitor Board succession planning to ensure Board continuity. Audit Committee The Audit Committee is constituted as a statutory committee in terms of the Companies Act, 71 of 2008 as amended, and is also responsible for all other duties assigned to it by the Board. During the year under review, the committee consisted of four (4) independent non-executive directors appointed by the shareholder at the annual general meeting. The Audit Committee met six (6) times during the 2022/23 financial year with 1 of those meetings being a special meeting to consider material operational matters. The committee operates in terms of a formal terms of reference and Board approved annual work plan. The external and internal auditors attend committee meetings, have unrestricted access to the committee and chairperson and can address the Audit Committee at each meeting without the presence of management. The Audit Committee has not recommended the engagement of an external assurance provider on material sustainability issues to the Board as it regards the internal assurance as adequate, given the maturity of existing processes. The committee believes that it has complied with its legal and regulatory responsibilities for the year under review (refer to Audit Committee Report).

The Board, under the leadership of the Chairperson, remains committed to the process, which has been embraced as a valued feedback mechanism. Information technology governance The Audit Committee and Risk Committee monitor IT governance by considering the efficacy of IT controls, policies and processes and their risk to financial reporting and the effectiveness of financial controls. The Committees also monitor initiatives to manage IT risks appropriately to mitigate threats to operational continuity. Values and ethics The ECIC’s values support its Code of Ethics and Business Conduct. Directors and employees are required to declare potential conflicts of interest between organisational obligations and personal interests. Should these arise, members are required to recuse themselves during the discussion of the related matter at meetings. Board Committees In terms of the Memorandum of Incorporation and/ or the Companies Act, 71 of 2008 as amended, the Board has, effectively and efficiently, established committees and delegated responsibilities. The committees are governed by Board Approved Terms of References (TOR) that define the composition, role, responsibilities, and delegated authority of each committee. The respective TORs are aligned with regulatory requirements and governance best practice. Board Committee TORs are reviewed annually, as recommended by King IV. The Board Committees are the: 3) F inance, Investment, and Insurance Committee; 4) H uman Resources and Remuneration Committee; and 5) Social and Ethics Committee. The Board remains ultimately accountable for the proper fulfilment of committee functions, except for the statutory functions of the Audit Committee and the Social and Ethics Committee. Committee chairpersons report to the Board on their deliberations and recommendations. 1) Audit Committee; 2) Risk Committee;

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