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BIUMWA - Governance Update
Umgeni Water
Company code: BIUMWA
Enquiries: S. Madonsela – 033 341 1544/1066
Date: 05 September 2017
UMGENI WATER GOVERNANCE UPDATE
Further to our SENS announcement of 15 August 2017, we have
deemed it necessary to issue an update to re-emphasise Umgeni
Water’s commitment to transparency and good governance. The
Accounting Authority, in consultation with the Minister of
Water and Sanitation, has approved the appointment of the
following individuals as members of the Independent Audit
Committee of Umgeni Water:
COMPOSITION OF AUDIT COMMITTEE (Comprising of Independent Non-
Executive Members)
1. Dr Bandile Mkhize (Chairperson)
Dr Mkhize is the former Chief Executive Officer of Ezemvelo
KZN Wildlife. A position he held from 2008 to 2015. He is
currently the Chairperson of Harry Gwala Development Agency.
He also serves on the Board of Trustees of the University of
Zululand Foundation. Among others he has served on the Boards
of the Wildlands Conservation Trust, Johannesburg Tourism,
Federated Hospitality Association of Southern Africa (East
Coast Region).
2. Mr Siboniso Shabalala (Member) Chartered Accountant (SA)
Mr Shabalala also serves as the current Chairperson of the
Ethics Committee of Umgeni Water and is a seasoned chartered
accountant. He brings the vastly needed audit and accounting
experience to the work of the Committee. He is a qualified
Chartered Accountant and has extensive public and private
sector experience in Financial Management and Corporate
Governance matters. He is currently the Managing Director of
Ukukhanya Advisory Services, an Accounting and Auditing company
based in Durban.
3. Mrs Mbali TB Ndlovu
Mrs Ndlovu is an admitted Attorney of the High Court of SA.
She is currently the Managing Director MBASA Corporate Advisory
Services Consultancy. She has a wealth of experience in Local
Government having been Deputy Municipal Manager for uMhlathuze
Municipality between 2009 and 2014. She is an avid legal and
governance specialist and brings the required balance to the
Audit Committee in terms of broad understanding of the members’
fiduciary responsibilities.
INTERIM GOVERNANCE PROTOCOL
During this period, an approved Interim Governance Framework
and a Decision Protocol, annexed hereto, as “A” and “B” has
been developed to enable the organisation to manage day to day
responsibilities whilst ensuring the exercise of proper
oversight from both the accounting authority as well as
executive authority perspective. The Governance Framework and
Decision Protocol have been developed in order to maintain
proper governance and oversight over all operational activities
of the organisation.
With regards to the appointment of the Board, engagements with
the Department of Water and Sanitation on the recruitment
process to be followed for the nomination of the Board are at
an advanced stage. We have obtained confirmation of the
Minister’s approval for the commencement of this process. The
process of appointing board members of a water board is clearly
articulated in the Water Services Act. We have been made to
believe that the Minister seeks to follow the process as
stipulated in the legislation and we will assist the process
where required.
We wish to assure all Umgeni Water stakeholders that the
organisation continues to practice good corporate governance
as mandated and by legal prescripts.
Company Secretary: Sbusiso Madonsela
Acting Chief Executive: Thami Hlongwa
Note: This announcement has been released at the instance and
request of the JSE. The Issuer is in discussions with the JSE
regarding its current governance arrangements to ensure
compliance with the JSE Debt Listings Requirements.
ANNEXURE A
SUBJECT: INTERIM GOVERNANCE STRUCTURES/FRAMEWORK
Kindly note the following Resolution:
1. Effective from 01 July 2017 a Transitional Period is hereby
declared until such time that the Minister of Water and
Sanitation appoints a new Board.
2. During the Transitional Period:
2.1 The Audit Committee of Msinsi Holdings SOC Limited, a
wholly owned subsidiary of Umgeni Water, shall be responsible
for the Audit Committee functions of the entire group (i.e.
Umgeni Water, Msinsi Holdings, and Umgeni Water Services).
2.2 The work, role and functions of the Corporate Risk
Committee and the Management Risk Committee shall be delegated
to the combined “Risk Committee”. This Committee shall be
chaired by the Chief Financial Officer (CFO) and deputized by
one of the General Managers in the absence of the CFO. It
shall report to the Audit Committee. Membership of this
Committee shall exclude the Acting Chief Executive and Audit
Committee members.
2.3 Ethics Committee shall continue doing its work as per its
current terms of reference. The current Chairperson of Ethics
Committee shall continue to Chair the Ethics Committee
meetings.
2.4 The Executive Committee (Exco) shall continue to take day-
to-day decisions affecting the company and remains the highest
decision making body on day-to-day matters. The Acting Chief
Executive shall be the Chairperson of Exco.
2.5 The role of the Board and other Sub-Committees of the
Board shall be the responsibility of the Accounting Authority,
which shall meet as needed and in line with the Board
Calendar.
All submissions that would ordinarily ultimately serve before
the sub-committees of the Board or the Board itself, shall be
tabled before the Accounting Authority meeting and need not to
be tabled before Exco, except for the Audit Committee
submissions which should firstly be presented before Exco. The
Accounting Authority shall comprise of the Acting Chief
Executive. General Managers and Company Secretary will attend
the meetings on an advisory capacity in order to assist and
enable the Accounting Authority to discharge his duties. The
Company Secretary shall be responsible for secretariat
functions of the Accounting Authority (i.e. scheduling of
meetings, minutes, register of decisions, etc.).
Acting Chief Executive / Accounting Authority: Mr. Thami
Hlongwa
29 August 2017
ANNEXURE B
Interim Decision Protocol
Accounting Authority – Minister Approval Protocol/ Matrix
Day-to-day Chief Decisions taken by Chief Decisions taken by Chief
Executive Executive as Accounting Executive as Accounting
decisions and/or Authority (AA) but need no Authority that require
through EXCO Ministerial Approval – Ministerial Approval prior to
AA to report post facto in execution/ implementation
the normal monthly/
quarterly reports
- All EXCO - Approval of Policies that - Appointment of Interim
related decisions are due for review. audit Committee.
that EXCO would
ordinarily - Approval of Divisional - Performance Reviews of
approve in terms Quarterly Reports Chief Executive.
of the
delegations of - Conducting Performance - All: salary increases,
authority Reviews for Executives, salary related issues, bonus
framework. including Company declaration and pay out,
Secretary. leave, international travel
- All Chief relating to Chief Executive.
Executive day-to- - Approval of Salary
day decisions Increases for all Staff, - Special Decisions that are
that the Chief excluding the Chief outside of the normal Board
Executive would Executive (in line with decisions (but that would
ordinarily take business plan and mandate) ordinarily require Board
in terms of the approval) – e.g. review of
delegation of - Declaration and Approval Capex Plan/ Projects that
authority of Bonus pay out for all deviates from approved
framework. qualifying employees in business plan; venture into
terms of prevailing policy, new business outside normal/
excluding Chief Executive. traditional business.
- Signing and approving of
signing of Annual Report
and AFS.
- Approving all travel for
Senior and Executive
employees reporting to
Chief Executive
Date: 05/09/2017 09:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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