Investment and finance committee
The committee comprises four independent non-executive
directors, the chief executive and finance director, together with
Mrs S Sebotsa, an external appointee. The committee reviews
the investment strategy and makes recommendations to the
board. It evaluates and approves business cases for new ventures
or projects, approves criteria and guidelines for investments and
approves investments within its delegated authority.
The committee monitors and oversees the financial health of
Eskom, including the review of budgets and financial and business
plans. Investment decisions are made within a framework of
policies that guide such decisions and which are approved by
the board.
Ten committee meetings were held.
Tender committee
The committee comprises five endependent non-executive
directors, together with Mr MJ Husain, an external appointee
who brings additional expertise to the committee. The
tender committee assists the board with procurement
decisions, and approves procurement policies, tenders and
contracts within its delegated authority. It ensures that
Eskom’s procurement system is equitable, transparent,
competitive and cost effective. If the value of the contracts
to be approved exceeds the committee’s authority, the
contracts are referred to the board for approval.
Twelve committee meetings were held.
Sustainability committee
The committee comprises four independent non-executive
directors and the chief executive, as well as Mr BL Fanaroff
and Mr MM Matutu, external appointees who bring additional
expertise to the committee. This committee deals with integrated
sustainability issues and approves or recommends policies,
strategies and guidelines, particularly related to safety, health,
environment, quality and nuclear issues.
The committee also scrutinises nuclear safety at Eskom facilities
to ensure that standards exceed all regulatory and internal
requirements, and remain consistent with international best
practice.
Four meetings were held.
Human resources, remuneration and ethics committee
This committee comprises three independent non-executive
directors, the chairman of the board and the chief executive
(who is recused when his remuneration is considered), as well
as Mr BL Fanaroff, an external appointee who brings additional
expertise to the committee.
The committee, inter alia, makes recommendations on
remuneration policies, the appointment and replacement of
directors and senior managers, and monitors the ethical conduct
of the company, its management, employees and suppliers.
Five meetings were held.
Nomination committee
The board has established a nomination committee to deal with
the appointment of non-executive directors to the board.
This committee comprises the chairman of the board, the
chairman of the human resources, remuneration and ethics
committee and the chief executive.
Risk management committee
The committee comprises four independent non-executive
directors and the finance director. It ensures that the company’s
risk management strategies and processes are aligned with
best practices. The audit committee chairman also sits on the
risk management committee to ensure that common issues are
addressed adequately.
Five meetings were held during the year, covering the integrated
risk management strategy and processes, risk tolerance and
appetite, risk accountabilities, major risk exposures and emerging
risks.
Further information on the risk management processes is set out
here.
Executive management committee (Exco)
Up to 6 February 2008, when the structure was changed, Exco
comprised the chief executive, the finance director and divisional
managing directors of Eskom.
The Eskom board rationalised the Exco structure with effect
from 6 February 2008 on the recommendation of the chief
executive. The new Exco structure includes the chief executive,
the finance director, the managing directors of corporate services,
human resources and corporate affairs (still to be appointed),
and the newly introduced positions of chief officer (generation)
and chief officer (networks and customer services). This led to
the clustering of related line businesses. The divisional managing
directors in portfolios that now report to the two new chief
officers continue to participate in Exco as officials. Details of
executive management appear here.
The committee assists the chief executive in guiding
the overall direction of the business and in exercising
executive control. Its task is to assist with the effective
management of the day-to-day operations of the
business.
Thirty-three Exco meetings were held, including
scheduled operations and security of supply meetings,
special meetings and strategic workshops. Attendance is
reflected here.
Exco is assisted by its procurement, operations, investment,
nuclear management and sustainability and safety
subcommittees.
Public Finance Management Act (PFMA)
The board is the accounting authority in terms of
the PFMA, and Eskom is listed as a Schedule 2 public
entity. This Act also applies to subsidiaries and entities
owned or controlled by Eskom. They are also classified
as Schedule 2 entities.
The PFMA regulates financial management and
governance. Eskom ensures that all directors and
employees are aware of the provisions of the PFMA
through regular training programmes.
Directors comply with their fiduciary duties as set out in the
PFMA. Board responsibilities are also specified in the PFMA. |
