HDA Annual Report

ANNUAL REPORT 2023/24

The Board of Directors

Code of Conduct The Code of Conduct sets out the conduct and ethical standards that are expected from all employees as well as the Board members. The code is a guide that sets out the ethical manner in which relationships with stakeholders and the public must be conducted. It also sets a standard for how employees should relate to each other. In line with the code, Board members are expected to ensure that their personal interests do not hinder the discharge of their fiduciary duties and that any perceived or real conflict of interests be disclosed so that they may be dealt with. The code also contains the values of the entity, which the employees and the Board are expected to commit to. Company Secretary The Company Secretary provides support and guidance to the Board to enable the proper discharge of the Board’s fiduciary duties. The role of the Company Secretary includes: The preparation of the annual meeting schedule for the Board and its committees as well as the agendas for the meeting in consultation with the chairpersons and preparation of resolutions. Maintenance of the Board Committees’ terms of reference. Providing advice to the Board on matters of corporate governance, policy and legislation and managing compliance with laws and regulations by the Board. Ensuring compliance with the Shareholder Compact is concluded between the Minister of Human Settlements and the Board. Ensuring that all quarterly reports and the Annual Report are taken through the Board Committees timeously to meet the submission deadlines. • • • • • • Induction of the Board

Section 9 of the Housing Development Agency Act No. 23 of 2008 outlines the composition of the Board. A Board consisting of six non-executive members was appointed by the Minister of Human Settlements on 26 November 2021. The CEO and CFO were appointed in June and July 2022 respectively. The Board was supposed to have a total of nine directors, but the nominee from the Minister of Public Works was not appointed during the year under review following the resignation of the nominee in February 2022. The Board did not have any alternate members. There were two resignations in March 2023 (Dr T Ratshitanga and Mr N Vimba) and one in June 2023 (Dr M M Soni). Hosi P Ngove was appointed as a Board member in April 2023 and was appointed as the Board Chairperson in May 2023. Dr A L Mahapa was appointed as a Board member in June 2023. Board Charter The Board has an approved Charter that defines the roles and responsibilities of the Accounting Authority. In giving effect to the responsibilities of the Board as they are set out in the Charter, Board committees were established and constituted in line with the approved terms of reference which were reviewed in the financial year under review. The committee meetings deliberated on matters that were for the consideration and approval of the Board.

A total of 10 Board meetings were scheduled during the period under review.

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Training of Board members.

Maintaining liaison between management, the Board and the Shareholder.

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