ECIC IR 2023

Integrated Report 2023

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Company Secretary and Secretariat The Company Secretary guides and assists the board of directors to discharge their fiduciary responsibilities and duties in the best interests of the Corporation. The Company Secretary’s duties include providing directors with timely and unrestricted access to Corporation information, director training, induction, Board and Board committee performance evaluations, meeting agendas and minutes. Appointment policy Director recruitment is in accordance with the dtic ’s Policy Framework and the Procedures on Oversight and Governance of Public Entities and Statutory Institutions. Board vacancies are publicly advertised, and candidates are subject to security clearance. The policy provides a generic set of principles, procedures and processes that promote good corporate governance and strengthen the dtic ’s oversight responsibilities over its group of entities. The shareholder appoints the directors (and CEO) to, typically, serve for the prescribed term. At the end of the term, a director may be reappointed at the shareholder’s discretion for another term of office, to the limit of only two terms. Board meetings The Board through the office of the Company Secretary, develops an annual work plan that covers its mandate and sets meeting dates and agendas. Meetings are scheduled in advance and special meetings are convened as required on notice. Directors who cannot physically attend meetings can participate virtually, through telephone conference calls or other electronic means, as prescribed by the Companies Act. Executive Management Committee members attend meetings by invitation to report on relevant matters. The Board met eight (8) times during the 2022/23 financial year, with four (4) of those meetings being special meetings to consider material matters such as the Annual Financial Statements, project approvals and other operational matters.

Board Charter The Board Charter is reviewed annually and sets out the responsibilities and duties of the Board and ECIC management. The Charter ensures that the Board exercises full control over significant matters, including but not limited to the ECIC’s vision, mission, values, strategic objectives, corporate plans, annual budget and performance monitoring against set objectives, organisational design, the integrated report, and annual financial statements. The roles of the Chairperson and Chief Executive Officer (CEO) are separated. The Chairperson is an independent non-executive director who works with a qualified Company Secretary, ensuring that the Board functions efficiently, is focused and operates as a unit. The responsibility for managing the ECIC’s business is delegated to the CEO, as the executive director, who is also accountable to the Board. Delegation of authority The Board confers authority on management through the CEO in terms of the approved delegation of authority matrix. The delegation of authority document is updated as and when is required and regulates the delegation of authority from the Shareholder, Board, Board committees and management. Independence of directors The Board Charter supports independence and objective decision-making with no director holding unfettered decision-making powers. Director “independence” is aligned with King IV, while non executive directors who represent government departments are not considered as independent. None of the directors have contractual or family relationships with the Corporation, nor do they participate in the Corporation’s incentive schemes or charities that benefit from donations made by the ECIC. This ensures fair, unbiased, and unfettered judgements in matters that affect the Corporation. Chairperson and Chief Executive Officer

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