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NETWORK HEALTHCARE HOLDINGS LIMITED - CHANGES TO THE BOARD OF DIRECTORS
NETWORK HEALTHCARE HOLDINGS LIMITED
(Registration number 1996/008242/06)
Code: NTC
ISIN number: ZAE000011953
("Netcare" or "the Group")
CHANGES TO THE NETCARE BOARD OF DIRECTORS ("THE BOARD") AND FORMATION OF
COMMITTEES
1. INTRODUCTION
The Netcare Group subscribes to the doctrines of good Corporate Governance and
is committed to the compliance of all relevant recommendations contained in the
Code of Corporate Practices and Conduct as set out in the second King Report on
Corporate Governance for South Africa 2002, most elements of which are either
formally or informally in place.
2. MAIN BOARD CHANGES
Netcare has commenced a process to ensure that the Board will be constituted in
due course by a majority of non executive directors with a significant
independent component. The membership of the Board will also include members
which appropriately reflect the Group"s stakeholder diversity.
2.1 PURSUIT OF MEANINGFUL TRANSFORMATION IN THE PRIVATE HEALTHCARE SECTOR
2.1.1 APPOINTMENTS TO THE BOARD
The Board is pleased to announce the appointment of the following new directors
with effect from 1 December 2004.
2.1.1.1 Dr Victor Letsoejane Joseph Litlhakanyane
Qualifications: MBChB, M Med (Radiotherapy), MBA
Occupation: Superintendent General, Department of Health, Free State
Province.
Dr Victor Letsoejane Joseph Litlhakanyane has been appointed as an executive
director.
Victor matriculated at Lereko High School in Bloemfontein in 1982. He obtained
the degree MB, Ch B from the University of Natal (Durban) in 1988, Masters in
Medicine (Radiotherapy) from the University of the Free State in 1994, Masters
in Business Administration (MBA) in Health Care from the University of Free
State in 2001. He also holds a certificate in health services management from
Clark Atlanta University in the USA and a postgraduate diploma in health
management from the University of Cape Town.
Dr Litlhakanyane is registered with the Health Professions Council of South
Africa as a medical practitioner and radiation oncology specialist and is a
member of the council of the University of the Free State and the college of
radiation oncologists. He received the Oliver Tambo fellowship in health
leadership in 1996.
Dr Litlhakanyane worked as an intern and medical officer at Pelonomi Hospital
from 1988 to 1990 and, after a brief period in the private sector in 1991,
returned to the public service to specialise in radiation oncology. During this
time, he was a member of the National ANC Health Department policy co-ordinating
committee. In 1995 Victor was appointed as the Chief Director for health service
in the Free State provincial government and was promoted to the position of
Superintendent General and head of the department of health (Director General)
in the Free State from the 1st April 2001 to date. In addition, Victor also
serves as a WHO technical advisor to the WHO World Alliance for Patient Safety.
2.1.1.2 Professor Malcolm Barry Kistnasamy
Given the meaningful investment in and interaction with Netcare by Netpartner,
Professor Malcolm Barry Kistnasamy, the current Non Executive Chairman of
Netpartner, will be appointed as a Netpartner designate to the Board as a Non
Executive Director.
Qualifications: MBChB (Natal), M Med (Community Health) (Natal)
Occupation: Dean of Medicine, Nelson Mandela School of Medicine
KwaZulu Natal
Barry"s previous experience includes:
Deputy Director General of Health, Welfare and Environment in Northern Cape from
1995 to 2000.
- In 1994 served as Advisor to MEC for Health in Kwazulu Natal.
- Assisted with integration of Military Health Services in 1994.
- Worked for an NGO, NAMDA, National Medical and Dental Association as -
Coordinator of Health programmes for disadvantaged communities in 1990.
- Presented various papers at national and international conferences.
- Contributed to health policy development in South Africa. (Occupational
Health, Health Financing and Human Resources).
2.1.1.3 Peter Nelson
In addition to the aforementioned, reference is made to the SENS announcement
dated 1 September 2004 advising that Mr Peter G Nelson, CA(SA) was appointed as
a Director and Chief Financial Officer of the Netcare Group.
Mr Nelson has served various major corporations at Board level over the past 20
years. He was previously a Director of Pretoria Portland Cement Company Ltd
(subsidiary of Barloworld Limited), BMW (South Africa) (Pty) Ltd and Mondi Paper
Limited.
In addition to the aforementioned, it is envisaged that additional non executive
directors will be appointed to the Board in due course and announcements will be
made at the appropriate time.
2.1.2 RETIREMENT OF EXECUTIVE CHAIRMAN
Mr Michael (Motty) Sacks, a co-founder of Netcare, has held the position of
Executive Chairman since 1997 and has indicated for some time his wish to
retire.
This announcement is seen as a timely and convenient opportunity to announce
that Mr Sacks will retire as Executive Chairman at the end of February 2005,
prior to which time an announcement regarding his successor will be made.
The Board wishes to express its profound gratitude and appreciation to the
Chairman for his outstanding contribution to the growth and development of
Netcare. From its infancy, Mr Sacks has been a guiding force within the Netcare
Group and the Board and management have greatly benefited from his mentoring
leadership and wise counsel. His integrity, fair and considered approach and his
work ethic have been an example to all within the Group.
2.2 REPORTING AND GOVERNANCE STRUCTURES OF THE GROUP
The Company"s Articles of Association provide for the appointment of a
"Management Board". Having regard to the changes to the Board, it has also been
decided to elevate and promote the former Netcare Executive Committee into a
formal Management Board. The Management Board will operate under the leadership
of the Netcare Chief Executive Officer and comprise senior management and CEO"s
of all divisions and major subsidiaries of the Netcare Group.
2.2.1 Responsibilities:
The Management Board will be responsible for creating and driving Group strategy
and the implementation of Board and Management Board decisions.
The representatives of the Management Board will be responsible for reporting on
the progress of their business units/functional services so as to keep the Board
fully informed of all relevant matters relating to the organisation.
2.2.2 The Management Board:
Dr Jack Shevel CEO Netcare
Dr Richard Friedland CEO International
Peter Nelson CFO Netcare
Dr Victor Litlhakanyane Operations Executive
Divisional
Ingrid Davis Pharmacy and Catering
Dr Reg Bush Diagnostic services
Dr Ian Kadish Specialised Services & PPP"s
Hector Mackay Core Hospital division
Dr Ryan Noach Emergency Medical Services
Dr Elbert Steyn Primary & Managed Care
Functional
Norman Weltman Funder relations
Prof Dion du Plessis Medical Director
Italia Boninelli Human Resources (recent appointee, brief CV included herein)
Kris Tokarzewski Information Technology (recent appointee, brief CV included
herein)
Darren Youngleson Corporate Finance & Investor Relations
In addition to the divisions and functions referred to above, representatives
for the Marketing, Education and Transformation functions will be appointed in
due course.
Recent appointees
2.2.3 Italia Boninelli - Human resources
Italia is currently Group Human Resources Executive of Netcare. She was
previously the Managing Director of Itabo Consulting and also Principal
Consultant at 21st Century Business and Pay Solutions and a Partner in the
executive coaching company The Change Partners. She specialized in consulting
and training on various aspects of HR strategy, leadership development and
coaching, performance management and remuneration. Prior to that, Italia was a
Director of the Retail Banking Division of Standard Bank for more than six
years.
Italia is a registered Industrial Psychologist with a Masters in Psychology from
Wits University followed by a post-graduate diploma in Labour Relations from
UNISA and an EDP. She has lectured on Strategic Human Resources on the Post
Graduate Diploma in Management at the Wits Business School, on the Executive
Development Programme at the Gordon Institute of Business Science and more
recently on the Women in Leadership course at the Wits Business School. Italia
is also the author of several publications.
In addition to Italia"s current position in charge of Human Resources at Netcare
she has been tasked with heading the Transformation & Education functions until
appropriate candidates have been appointed.
2.2.4 Kris Tokarzewski - Information Technology
Kris joined Netcare in September 2004. He is responsible for leading the IT
consolidation and transformation initiative across the Group. His objective is
to enable effective collaboration of all Netcare divisions and the Netpartner
community.
Prior to joining Netcare, Kris worked at SAP, the world"s largest enterprise
application software company, for six years. He gained a broad range of IT
experience, firstly as a Solution Manager: Customer Relationship Management, and
subsequently as a Market Development Manager. During this time, he acquired the
expertise required to drive the deployment of the Enterprise Management System
at Netcare. Kris has also worked at Ford Motor Company, where he held a variety
of positions in Vehicle Engineering, Technical Services, Marketing and Finance.
Kris holds a Master of Business Administration (MBA) degree from Thames Valley
University (London, UK). He has also completed the Management Development
Programme (MDP) at UNISA (SA), as well as a Mechanical Engineering Higher
National Diploma (Gdansk, Poland). Kris"s academic qualifications further
include an Information Technology Leadership course at WITS, Advanced Valuations
Techniques at GIBS, as well as a Financial Management Diploma and a Marketing
Management Diploma at the Executive Education College in Johannesburg
3. BOARD COMMITTEES
3.1 The following are the formally constituted Netcare Board Committees:
3.1.1 Board Audit committee
3.1.2 Board Risk committee
3.1.3 Board Remuneration committee
3.1.4 BEE and Transformation committees
3.2 In addition to the aforementioned committees, it is the intention to
establish the following further committees:
3.2.1 Finance and Investment Committee ("FIC")
The primary purpose of the FIC is to assist the Netcare Board in fulfilling its
responsibility to oversee and monitor the Group"s financial structure,
investment policies and objectives and other matters of a financial and
investment nature.
3.2.2. Medical Ethics Committee ("MECC")
The purpose of the MECC is to report into the Board risk committee to ensure
that it fulfils its oversight responsibilities relating to the Company"s
compliance with applicable laws and regulations relating to group Medico-Legal
and Ethical Issues, Group Code of Conduct, and related Group policies and
procedures.
3.2.3. Governance Committee ("GC")
The purpose of the GC is to provide assistance to the Board of Directors to
develop, review and recommend governance guidelines and policies for the Group.
3.3 The Committees will provide reports, as deemed appropriate, and will make
recommendations to the Board for consideration The Constitution and Charter for
each committee is currently in the process of finalisation and will be available
on the Company website for inspection once approved by the relevant Committees
and the Board.
4. CONCLUSION
In a relatively short period of time the Netcare Group has grown from a
minor enterprise into the pre-eminent healthcare institution in South Africa.
The Group"s national networks provide diverse and important services.
It is essential, therefore, that structures are in place not only to manage the
business but to ensure that codes of good governance and conduct are embraced
and meaningfully implemented.
The appointments to the Board, constitution of the Management Board, and
additional Committee structures are a milestone in the Group"s development.
By order of the Board
J. Wolpert
Network Healthcare Holdings Limited
Group Secretary
Sandton 15 November 2004
Date: 16/11/2004 08:00:11 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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