Board and governance policies · 02
Board charter and committee terms of reference
Records how the governing body governs itself: composition, powers, meeting discipline and the division of work between the board and its committees.
Records how the governing body governs itself: composition, powers, meeting discipline and the division of work between the board and its committees.
Draft the charter against the Companies Act, the MOI and the applicable King principles: role and responsibilities, composition and independence, appointment and rotation, quorum, conflicts, information rights, evaluation, and the relationship with management. Each committee then gets terms of reference with its own mandate, membership, quorum, meeting frequency, annual work plan and reporting line: audit and risk, remuneration, social and ethics, and nominations.
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
What governs this instrument.
Section 66(1) of the Companies Act 71 of 2008 vests the authority to manage the business in the board, and section 72 governs committees. King V, which applies to financial years beginning on or after 1 January 2026, expects the charter to be the document against which the board’s own performance is disclosed on an apply-and-explain basis.
Related pages, tools and documents
Where this instrument sits in the wider set, and the engagement that produces it.
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