Governance & board advisory · 05
Board charters, committee terms of reference and evaluation
Board charter; audit and risk, remuneration, social and ethics, and nominations committee terms of reference aligned to the Companies Act and its regulations; an annual work plan per committee; a…
Board charter; audit and risk, remuneration, social and ethics, and nominations committee terms of reference aligned to the Companies Act and its regulations; an annual work plan per committee; a board calendar; a director induction pack; and an evaluation instrument with analysis and a feedback session.
Any board reconstituting, adding a committee, or reviewing how its committees work.
A social and ethics committee is compulsory for state-owned, listed and larger companies, and its functions are prescribed by regulation — a committee whose terms of reference do not track those functions is not performing the statutory function, whatever it is called. And terms of reference granting a committee decision-making power the board has not delegated produce decisions that are open to challenge.
The law it sits under
The framework this work answers to.
A board charter is not required by statute for every company, but the structures around it are. Section 72 of the Companies Act and Companies Regulation 43 govern the social and ethics committee and which companies must have one; section 94 governs the audit committee for public and state-owned companies. From 22 May 2026, sections 30A and 30B — inserted by the Companies Amendment Act 16 of 2024 and brought into force by Proclamation 313 of 2026 — require public and state-owned companies to put a remuneration policy and a remuneration report to the annual general meeting, which changes what the remuneration committee’s terms of reference have to provide for.
How the engagement runs
What you are committing to.
The board charter, the terms of reference for each committee, and the delegation of authority are drafted as one set so that they agree with each other — a charter reserving a decision the delegation gives away is the most common internal contradiction in a governance pack. Board and committee evaluation is built in as a defined annual exercise with a written output, not an open-ended engagement.
Committee terms of reference are usually copied from another organisation and keep the quorum, composition and reporting line of a body that does not exist in this one. The test is whether the committee as constituted could lawfully take the decisions its terms of reference give it.
Related pages, tools and documents
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