GOVERNANCE FRAMEWORK - July 2007

 

1.                   INTRODUCTION

 

Corporate Governance in the Auditor-General (“the AG) is guided by the Constitution of the Republic of South Africa, the Public Audit Act, 2004 (the PAA) and some aspects of the King Report II which have been considered to be relevant to the AG. The Constitution and the PAA establish a one-person unitary board and the governance framework therefore strives to adhere to governance best practices within this unique, hybrid, public sector framework.

 

1.1.                Corporate Governance in the context of the public sector

 

Good governance, according to the Good Governance Standards for Public Services; Commission for Good Governance in Public Services, London 2004,  means:

 

·         focusing on the organisation’s purpose and outcomes for citizens and service users;

·         performing effectively in clearly defined functions and roles

·         promoting values for the whole organisation and demonstrating the values of good governance through behaviour

·         taking informed, transparent decisions and managing risk

·         developing the capacity and capability of the governing body to be effective; and

·         engaging stakeholders and making accountability real.

 

1.2.                General guidelines for the governance framework:

 

The Auditor-General is a one-person unitary board and thus requires a robust governance structure that includes the right skills, attitudes and appropriate safeguards. Therefore the following guiding principles were developed:

 

1.2.1     The Auditor-General (the organisation) is established as a state institution in terms of Chapter 9 of the Constitution to strengthen constitutional democracy in the Republic of South Africa and is independent, subject only to the Constitution and the law.  In this capacity, the organisation is expected to be independent, impartial and to exercise its powers and perform its functions without fear, favour or prejudice.

 

1.2.2          It is accountable to the National Assembly and must report on its activities and performance of its functions to the Assembly at least once a year.

 

1.2.3          The management and control of the administration and affairs of the Auditor-General are governed, as far as reasonably possible and within the constitutional and legal constraints as highlighted above, by the principles of good corporate governance as accepted by entities in both the private and the public sector.

 

1.2.4          These guiding principles may only be amended with the express written consent of the Auditor-General or necessary legislative amendments, where applicable.

 

2       THE NATURE OF CORPORATE GOVERNANCE

 

Whilst being independent and impartial, the AG is accountable to the National Assembly. The PAA in turn provides for the establishment of a parliamentary oversight mechanism to assist and protect the AG to ensure its independence, impartiality, dignity and effectiveness as well as to advise Parliament. The PAA further provides for the formation of and defines the functions of other key structures of the AG, as listed below:

 

·         the Oversight Mechanism (“SCoAG”);

·         the Auditor-General (as an institution);

·         the Auditor-General (as an individual);

·         the Deputy Auditor-General;

·         the Audit Committee; and

·         the advisory and other structures

 

In addition, the Public Audit Act refers to:

·         the National Assembly; and

·         National Treasury

 

The AG has created the Management Executive Committee (“Exco”) and other internal committees to further strengthen and demonstrate his/her commitment to good governance, in addition to the statutory creatures referred to above.

 

Vital elements of the governance framework and corporate governance process in the AG are:

·         the interaction between the AG and SCoAG;

·         the interaction between the organisations executive (i.e. the AG, the DAG and Exco) and non-executive structures (namely, the Audit Committee; the Quality Control Assessment Committee, the Remuneration Committee and the Risk Management Committee); and

·         the significant emphasis placed on corporate governance, as well as the resources and structure given to the Business Executive for Governance[1] to champion corporate governance on a day-to-day basis and to pro-actively assist governance structures and AG employees with corporate governance responsibilities.

 

The Business Executive for Governance is a critical link in the governance framework between the executive and non-executive structures as well as with SCoAG. For good governance, a direct link is therefore required from the Business Executive for Governance to the highest executive authority, namely Auditor-General purely on governance issues. S/he must table a report to the AG during quarterly closed sessions to enable the AG to interrogate the Business Executive for Governance on governance issues.

 

 

6       MONITORING GUIDING PRINCIPLES

 

The AG has formalised its general guiding principles as set out previously. At least annually the AG will monitor and document whether the system of corporate governance successfully achieves these objectives and guiding principles. This monitoring process aims to achieve the following:

Determination of corrective actions to be taken and improvements to be made in the system of corporate governance;

Communication to appropriate stakeholders of the inadequacies identified or the compliance with it.

Adequate follow-up of inadequacies identified so that modifications are promptly made to the system of corporate governace.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7          GOVERNANCE STRUCTURES

 

7.1     National Assembly

The National Assembly is the ultimate governance structure of the AG to whom the AG is accountable. The AG must account on his/her activities and performance at least annually in terms of the Constitution.

 

The Constitution[2] requires that the National Assembly assists and protects the AG.

 

The PAA sets out the following duties for the National Assembly:

·                     the Speaker must initiate the process for the appointment of AG; and

·                     provide for a mechanism to maintain oversight over the AG

 

 

In addition, the PAA stipulates that the National Assembly must receive the following reports:

·                     activities and performance;

·                     overall control of administration;

·                     Annual Report, financial statements and Audit Report;

·                     recommendations regarding the budget and business plan of the AG from the oversight mechanism; and

·                     regulations to facilitate application of the Public Audit Act.

 

7.2     Standing Committee on the Auditor-General

 

The Standing Committee on the Auditor-General as the oversight mechanism  has been established by the National Assembly in terms of the Constitution to:

·                     assist and protect the Auditor-General in order to ensure its independence, impartiality, dignity and effectiveness; and

·                     to advise the National Assembly on matters affecting and/or relevant to the AG.

 

SCoAG has the following duties in terms of the PAA:

1.      consider the budget and business plan and submit its recommendations to the National Assembly;

2.      approve the amount of surplus, if any, to be retained for working capital and general reserves; and

3.      appoint the external auditor, on the recommendation of the Audit Committee.

 

In addition the PAA requires that SCoAG be consulted on:

·                     the Code of Conduct;

·                     standards for audits;

·                     nature and scope of audits;

·                     procedures for handling complaints relating to audits

·                     the basis for calculation of audit fees;

·                     the appointment of DAG; and

·                     the regulations to facilitate application of the Public Audit Act.

 

The PAA stipulates that the AG provides SCoAG with:

·               the Annual Report, financial statements and the Audit Report;

·               the Budget and the business plan;

·               any actual or impending:

   (i) under-collection of revenue due.

   (ii) shortfalls in budgeted revenue.

 

(iii) overspending of the budget or expenditure not in accordance with the budget.

 

·               any decision by the AG to proceed with a decision that may result in irregular expenditure

 

7.3     The Auditor-General

 

The Auditor-General as the individual is in overall control of and is accountable for the administration of the Auditor-General (the organisation). S/he appoints the DAG, in consultation with the oversight mechanism. S/he may delegate any power and duty assigned to him/her in terms of the PAA or any other legislation to the DAG or any other member of staff, including the executive and other committees in operation from time-to-time.

 

S/he will delegate such responsibilities, duties and powers as s/he deems necessary, the said delegation is set out in the Management Approval Framework (MAF) which may be revisited by him/her as and when required. 

 

The AG will define his/her reporting requirements with the assistance of the Business Executive for Governance in order to effectively monitor the exercise of all delegated powers and duties by the relevant persons.

 

The AG may appoint advisory and other structures outside his/her administration to provide specialised advice to him/her.

 

The following advisory structures have been appointed:

·                     the Remuneration Committee;

·                     the Quality Control Assessment Committee; and

·                     the Risk Management Committee.

 

A comprehensive list of the duties of the AG are set out in full in the PAA.

 

7.4        The Deputy Auditor-General ( the DAG)

 

The DAG is the head of administration and is responsible for the administration of the Auditor-General.  S/he has to exercise his/her responsibilities, duties and powers of office subject to the directions of the AG. The DAG also acts as the accounting officer.

 

S/he has to carry out the decisions of the AG, subject to section 45(2) of the PAA, and must perform such duties and may exercise such powers as the AG may delegate to him/her.  The AG remains ultimately accountable for the administration of the Auditor-General while the DAG is responsible for the administration on a day-to-day basis.

 

The DAG may delegate any power and duty assigned to him/her in terms of the PAA, provided that such delegation is set out in the MAF. The duties and powers of the DAG are defined in full by the PAA.

 

7.5     The Management Executive Committee (Exco)

 

The powers, duties and responsibilities of Exco, as delegated to it by the AG and/or the DAG, are set out in its terms of reference, read in conjunction with the MAF.

 

Exco has further delegated some of its powers and duties to individual members of the Executive Management Team and/or to its sub-committees as set out in the MAF.

 

The sub-committees which have been created to assist Exco in fulfilling its obligations are:

·                     the Tender Committee; and

·                     the Technical Committee

 

7.5.1           Membership:

·                     The DAG and Corporate Executives (“CE’s”).

·                     The DAG may appoint any other employee in his/her discretion as appropriate.

·                     Members must be appointed to ensure that Exco has diverse skills, balanced between general business management and audit skills.

·                     The DAG shall act as the chairperson of  Exco.

·                     Membership of Exco may be rotated on a two-year basis.

·                     Corporate Secretariat will act as secretary to Exco.

 

For ease of reference the terms of reference of Exco are available on the intranet.

 

7.6     The Quality Control Assesment Committe (the “QAC)

 

The responsibilities of the QAC are to:

                i.        approve the Quality Control Strategy of the AG;

              ii.        determine quality re-review criteria;

             iii.        communicate overall results of the reviews to the appropriate oversight body and Exco;

             iv.        set criteria for positive recognition and a framework for non-compliance; .

               v.       consider whether review reports and recommendations are consistent and of an appropriate quality;

             vi.       decide the outcome of the individual review findings; and

            vii.       provide guidance to the Governance Business Unit and/or the Independent Regulatory Board of Auditors (IRBA) with regard to problems and difficulties encountered.

 

The above-mentioned responsibility does not, in any anyway, absolve management of its responsibility relating to the design, implementation and monitoring of quality control.

 

7.6.1        Membership

 

Membership is made up of an external independent member/s, the Deputy Auditor-General and the Auditor-General, who chairs the committee. The external members appointed as well as technical advisers such as IRBA representative/s are chosen on the basis of their quality control skills, both audit and non-audit. The Quality Control Manager shall provide the necessary support and attend the committee meetings at the discretion of the Committee.

 

The role and functioning of the Committee is set out in more detail in its terms of reference, which are available on the intranet .

 

7.7        The Remuneration Committee (“Remco”)

 

The AG has established the Remuneration Committee to provide specialised advice on all remuneration-related matters including human resource matters.  IT has no decision-making powers and the extent to which the advice provided by it is considered and/or followed, is at the sole discretion of the AG. 

 

7.7.1 Membership

Remco consists of at least three external members, each of whom shall be appointed by the AG. In addition, the Deputy Auditor-General and the Chief Operating Officer are also members.

 

Remco will advise the AG and make recommendations on the following matters:

                     i.      the general trends and practices regarding employment benefits, including the structuring of conditions of employment and remuneration packages;

 

                   ii.      the framework or broad policy for the remuneration of the organisation’s  executive and senior management; 

 

                  iii.       the targets and rules for any performance-related pay schemes operated or to be operated by the organisation;

 

                  iv.      general salary increases and mandates for negotiations, where applicable;

 

                    v.      within the terms of the agreed policy, the total individual remuneration packages of each executive member of the management team of the organisation, including, where appropriate, bonuses and incentive payments; and

                  vi.      any other human resources management issue which the AG may wish to table for discussion/advice by Remco

 

 

The role and functioning of Remco is set out in more detail in its terms of reference which are available on the intranet.

 

 

7.8        The Audit Committee

 

            In terms of section 40 of the Act, the DAG must establish an Audit Committee, the composition and functions of which are set out in the PAA. The DAG must consult with the AG on the appointment of the members of the Audit Committee.

 

7.8.1     Membership

            The Audit Committee consists of at least three members, but not more than five members, appointed by the DAG in consultation with the Auditor-General, the majority of whom may not be in the employ of the Auditor-General.

 

The majority of the members of the Audit Committee will be independent of management of the organisation and free from any business or other relationship that could interfere with the exercise of their independent judgement.

 

The Committee will elect a Chairperson from its members who is independent, knowledgeable of the status of the position and has the requisite business, financial and leadership skills and is not a political office bearer.

 

7.8.2     Statutory duties

 

The Audit Committee is an advisory committee and has the following responsibilities in terms of the PAA:

·                     to comment in the Annual Report on the effectiveness of internal control and its evaluation of the Auditor-General’s annual financial statements;

 

·                     to control and direct the system of internal audit function within the organisation; and

 

·                     in addition, it may communicate any concerns to the AG, SCoAG and the external auditors’

 

            The role and functioning of the Audit Committee is set out in more detail in its terms of reference which are available on the intranet.

 

7.9        The Risk Management Committee

 

The Risk Management Committee, a sub-committee of the Audit Committee, is responsible for the total process of the AG’s risk management and internal control system. The Committee’s main function is to oversee the adequacy and effectiveness of the AG’s risk management and internal control system and to ensure that this system is  communicated to and implemented throughout the organisation.

 

The above-mentioned responsibility does not, in any anyway, absolve management of its responsibility relating to the design, implementation and monitoring of risk management.

 

7.9.1     Membership

 

The Committee shall consist of the Deputy Auditor-General, who shall become the Chairperson of the Committee, at least one member of the Audit Committee, Corporate Executive for Advisory Services, and the Business Executive for Governance. The internal auditors; Risk Manager and the Compliance Manager shall provide the necessary support and attend the committee meetings at the discretion of the Committee.

 

7.9.2     Duties of the Risk Management Committee:

 

Ultimately, the Risk Management Committee shall be responsible for providing effective support to the Audit Committee on, among other things:

 

·         Setting risk management strategy and policies as well as approving any changes thereto;

·               Overseeing an annual review of the effectiveness of the risk management process;

·               Monitoring and overseeing compliance with risk management policy;

·               Consideration of risk management reports and Control Self Assessment (CSA) Compliance Reports from the Risk Manager as well as assurance providers to enable them to conclude on the effectiveness of risk management in the organisation;

·               Ensure that the AG has in place sufficient policies, procedures and processes to ensure that it complies with all legal requirements;

·               Ensure that appropriate and timely action is taken by the relevant managers to rectify major areas of concern identified by internal and/or external auditors; and

·               To report to the Audit Committee:

§         by furnishing its minutes to the Audit Committee;

§         on any pressing matters, after reporting to the DAG before that time;

§         once a year an overview of risk management matters.

 

8.         Exco SUB-COMMITTEES

Exco has two sub-committees chaired by a Corporate Executive. These are:

 

8.1        Technical Committee

 

The Technical Committee functions as a sub-committee of the Executive Committee. Although it is not mentioned in the PAA, the Committee has been established as an advisory body to give effect to the requirements of section 13 of the PAA,.

 

8.1.1     Duties of the Technical Committee:

 

The Technical Committee’s duties are:

 

·         To consider developments regarding auditing standards and best practice and make recommendations to the Deputy Auditor-General and the Exco regarding the AG’s response, including the adoption and implementation of the said standards.

 

·         To consider developments regarding applicable accounting standards and make recommendations to the Deputy Auditor-General and Exco regarding the AG’s response, including changes required to the audit methodology and/or guidance.

 

·         To consider the relevance of audit reporting by the Auditor-General and recommend to the Deputy Auditor-General and Exco the most appropriate product mix for the Auditor-General, including the nature and scope of audits.

 

·         To inform and guide the work schedule of the Audit Research and Development unit at the beginning of each development period.

 

·         To consider the processes underpinning the finalisation of all technical developments and guidance, as per the work programme.

 

·         To consider, at a process level, the outcomes of audit quality assurance processes and the Auditor-General’s response to these.

 

·         To inform and guide the technical learning curricula for auditing staff.

 

·         To undertake any other function, as delegated by the Auditor-General, Deputy Auditor-General or Exco, from time to time.

 

 

·         References to technical development cover all aspects of audit as referred to in the Public Audit Act and required by best practice auditing.

 

 

8.1.2           Membership

 

Membership of this Committee includes

 

·         Exco member who will be the Chairperson;

 

·         Audit business units – three representatives, as follows:

 

o        A representative from the Technical Forum at national level

 

o        A representative from the Technical Forum at provincial level

 

o        A representative from the Business Executive Forum.

 

·         The Special Audit Services Unit  - one representative

 

·         The Information System Auditing Unit - one representative

 

·         The Audit Research and Development Unit - one representative

 

·         The Organisational Learning Unit - one technical representative

 

·         The Quality Control Unit - one representative

 

·         The Independent Regulatory Board of Auditors - one representative

 

·         Any other key stakeholders (co-opted at the discretion of the Chair of the committee).

 

The role and functioning of the Technical Committee is set out in more detail in its terms of reference which are available on the intranet.

 

8.2        The Tender Committee

 

To ensure proper and effective procurement decisions are taken throughout the organisation, the Executive Committee has established the Tender Committee as its sub-committee.

 

The role and functioning of the Tender Committee is set out in more detail in its terms of reference, read in conjunction with the MAF, which is available on the intranet.

 

Exco has mandated the Tender Committee in terms of the MAF to evaluate, approve and/or recommend tenders for consideration and/or approval by Exco.

 

8.2.1        Membership

               The Tender Committee shall comprise of a maximum of six members, one of whom shall be the Chief Operating Officer and another Exco member. One member must be from Legal Services, and at least two other members. The Tender Committee members shall be appointed by the DAG on the basis of the individual’s knowledge of and experience in procurement, contract law and auditing.

 

9.            MONITORING FUNCTIONS OF THE GOVERNANCE BUSINESS UNIT

 

9.1           Compliance Function

The primary responsibility for the compliance function(compliance with what?) rests with the relevant CE and senior management whilst the Business Executive for Governance is responsible for guidance and monitoring. In addition, the Corporate Secretariat is tasked to:

 

·         ensure that the AG complies with applicable laws, regulations,  and supervisory requirements;

·         promote a compliance culture throughout the AG which contributes to  the overall objective of risk management;

·         develop and formulate compliance frameworks, policies and procedures pro-actively to ensure that they correctly and timeously reflect any changes in the laws, regulations or supervisory requirements;

·         develop and formulate compliance frameworks, policies and procedures pro-actively to assist all business  units in the practical implementation of effective and efficient compliance functions;

·         ensure that effective compliance functions are in operation in all business units; and

·         report on concerns, deficiencies or breakdowns in compliance at all levels and bring these to the attention of the DAG/AG, Audit Committee and assist with the prompt resolution thereof.

 

9.2        Internal Audit

 

The AG has an established internal audit function as required by section 43(3))(b)(ii) of the Public Audit Act. This function plays an important and independent assurance role in ensuring that the AG’s governance, risk management and internal control processes are in place and and operating effectively.

 

The role of management and that of the internal audit function are clearly distinguished within the AG, with management being responsible for the day-to-day effective operation of the internal control and risk management system, while the internal auditors are responsible for providing independent assurance on the adequacy and effectiveness of the implemented system.

 

The internal auditors report directly to the Audit Committee and function in accordance with the approved  internal audit charter, which outlines, among other things, the role and responsibilities of the function within the AG, scope of work and reporting lines for line management purposes.

 

The internal auditors’ activities are conducted in accordance with an internal audit coverage plan as annually approved by the Audit Committee. To ensure effectiveness of the function, the Audit Committee periodically monitors and reviews the activities of the function and, where necessary, provide feedback and guidance to enable the internal auditors to improve their effectiveness.

 

9.3        The Risk Management Function

 

Section 43(3)(b)(i) of the PAA, requires the AG to establish an effective, efficient and transparent system of risk management and internal controls. To this end, the AG has established a dedicated risk management function whose key responsibility is to provide overall strategic leadership and direction for the AG’s risk management system.

 

The above will be done through, among other things, developing and implementing best practice risk management frameworks as well as policies and procedures for identifying, managing and reporting risks.

 

The primary role of this function is to act as the line managers coach in assisting them to implement risk management strategies of the AG.

 

Tasks expected from this role include:

 

Facilitate risk identification, evaluation as well as control.

Improving the AG’s risk management capacity through raising risk and control awareness and training;

Providing the consolidated risks to be monitored at Exco level.

 

9.4        External Auditors

 

The external audit provides an independent assurance on risk management  to the Risk Management Committee and the Audit Committee, focusing their concentration towards the financial activities of the organisation.  The focus of external audit tends to be on a specific past period (re-active).

 

To ensure independence of external auditors, the Audit Committee initiates and reviews the appointment process. The Audit Committee recommends the external auditors to be appointed to SCoAG. The final appointment  is made by SCoAG in terms of the PAA.

 

10.        DELEGATION OF AUTHORITY

 

A critical aspect of governance and internal controls is the clear identification of approval levels and for this purpose, the AG has compiled a Management Approval Framework based on good governance practices.

 

A comprehensive MAF is available on the intranet.

 

11.        CODE OF ETHICS

 

A Code of Ethics which is an essential part of the Auditor-General’s corporate governance is in place and seeks to commit the Auditor-General’s staff to the highest standards of behaviour.  The Code is sufficiently detailed to provide reasonably clear guidelines to employees.

 

The Code is available on the intranet.

 

12.        GOVERNANCE OF MEETINGS

 

The governance of any meeting is a critical base for the governance of any organisation. Well-run meetings have a direct impact on the governance of an organisation as a whole.  

 

As good governance of meetings is the coal-face of governance, it is important that some good governance best practices are recorded.

 

Best practice indicates that the length of a meeting should be no more than 4 hours with a maximum of 5 hours at worst.

 

When is a meeting valid?

 

A meeting is valid if:

-                      it is convened by a duly authorised person/s;

-                      proper notice was given to all required attendees; and

-                      it is properly constituted (e.g. the quorum).

 

How does one give proper notice?

 

Proper notice is given if it is a proper[3] and timeous notice.

 

            A proper or valid notice must:

-                      be unconditional;

-                      indicate the nature of a meeting;

-                      ensure that the meeting takes place at the venue and time indicated[4] in the notice;

-                      be sent to every member entitled to receive it; and

-                      be sent in good time in terms of a committee’s pre-approved timelines.

 

            The meeting is not invalid if:

-                      steps were taken to trace and inform a member of a meeting;

-                      the member is not within reach;

-                      the member has changed the address without informing the AG and notice was sent to a member’s last known address;

-                      at a previous meeting, all members were present and it was unanimously agreed not to send notices for the following meeting;

-                      notice was given in good time in terms of policy ; and

-                      notice clearly states date, time and venue.

 

Consequences of non-compliance:

 

A meeting is invalid due to non-compliance and any resolutions flowing therefrom are invalid and are of no conequence. An aggrieved member or party may challenge the decisions/resolutions of that meeting and the Court may:

-                      declare a notice invalid; and/or

-                      compel that a valid notice be sent out.

 

Effect of resolutions

 

-                      a decision of a meeting becomes a resolution of the meeting

-                      it is binding unless/until rescinded by another resolution in a subsequent meeting;

-                      a discussion cannot just be ignored simply because it is no longer relevant.  It must be rescinded; and

-                      a resolution has legal status and is binding

 

Characteristics of good minutes

 

-                      they are in the past tense;

-                      they are sufficiently clear to be able to give a full picture to people who did not attend the meeting;

-                      compiled soon after  a meeting while everything is still fresh;

-                      the Chairperson approves the draft before circulation; and

-                      ideally all meetings must be taped to avoid disputes.

 

 Meeting etiquette for the AG entails:

 

Meeting etiquette refers to the expected behaviour of members/attendees in a meeting. This is regulated by a Code of Conduct.

 

If a long meeting is anticipated, avoid afternoons as this means a meeting takes place during the “grayeyard session” and leads to unproductive sessions.  As most members will be mentally preparing for week-end activities, do not schedule meetings on  Friday afternoons or before long-weekends.

 

Meetings must start at the scheduled times.  The notice must indicate the duration of a meeting and the Chairperson must adhere to it as research shows that once the stated time is past, members tend to be disorientated (in other words lose focus), and do not pay attention to the proceedings e.g send out e-mails and have mini-meetings within a meeting.

 

It is unacceptable to arrive late in meetings as this affects the duration of meeting.  If one will be unavoidably late, courtesy requires that the Chairperson/Secretariat must be informed in good time.

 

When attendees who are crucial for the meeting have not arrived within 15 minutes of the scheduled time without any apology, the Chairperson or most senior person present must postpone or cancel the meeting.

 

Laptops may not be brought to meetings as this leads to distractions in terms of e-mails received/being sent out .  If a laptop is taken to a meeting, it may not be used to send out e-mails or do other work unless authorised by the Chairperson.  Cell phones should be switched-off unless permission has been obtained from the Chairperson.

 

Role of Chairperson

 

The Chairperson plays a crucial role in the governance of a meeting.  The Chairperson must protect presenters and the Secretariat.  He/she must summarise the proceedings and resolutions for the meeting to ensure that resolutions are properly recorded.

 

The agenda:

 

The agenda is compiled in a preceding meeting in accordance with:

-                      the Corporate Events Calendar

-                      instructions from the Chairperson

-                      reports by relevant committees

-                      requests by members

-                      matters arising from the previous minutes

-                      only a member of a committee may submit agenda items to the Secretariat before the meeting with the Chairperson.

-                      In the case of Exco meetings, the relevant Corporate Executive  must review any agenda inputs.

 

Recommended duration of meetings

 

It is recommended that a meeting not last longer than 4 hours.

-                      A lenghthy agenda is not advised as attendees attention span lasts for 15 minutes at the start of a meeting, dips and then rises again 10 minutes before the anticipated end of a meeting[5]

-                      The maximum time that a meeting should last without a break is 90 minutes[6]

 

Failure to end a meeting on time antagonises attendees. Regular breaks enable differences to be ironed out in small group discussions and allows attendees to relax a little.

 

If a meeting clearly will exceed the scheduled time, the Chairperson should consult the attendees regarding their time constraints and re-assess the agenda and identify items that should be postponed.  Members should be afforded the opportunity to advise other parties who will be affected by the delay.

 

Once the meeting resumes, the Chairperson should discourage unnecessary discussions and guide the meeting to resolve agenda items as speedily as possible.

 

The overall purpose is to ensure greater productivity.

 

 

 

 

 

 

 

 

 

 

 

 

 

 



[1] Requires the BE: Governance to report to the Executive Chairperson i.e. AG as per Best Practice Governance Frameworks

[2] 181(3) of the Constitution

[3] in terms of the rules governing the convening of meetings e.g. if the rules define the format of the notice in terms of time, reasonable notice, or that the Corporate Secretary must issue the notice.  Noticet will not be proper if issued by someone else.

[4] Unless the Rules or Constitution allows for postponements or a change of venue

[5] Essential Manager’s Manual by R Heller and T Hindle

[6] Essential Manager’s Manual by R Heller and T Hindle