Corporate Governance

Good Corporate Governance forms the cornerstone of our decision making, business practices and monitoring processes and we strive to conduct ourselves with the highest level of integrity and fairness whilst being mindful of our role and responsibility as Corporate Citizens.

In our attempts to remain fully compliant with the highest standards of integrity and business conduct:

• NIH subscribes to the principles of the King II and King III report concerning Corporate Governance.
• NIH develops its policies based on the laws and the Codes of Good practice.
  
• NIH follows internationally accepted company policies, best practices and procedures.
  
• Our sole shareholder is the Tshedza Trust, whose beneficiaries are individual members of the National Health and Allied Workers Union.

Board of Directors
Our Board of Directors is appointed by the Shareholder once in three years to ensure good rotation, continuity and assessments of value add. The board of directors of NIH comprises of three executive directors and eight non-executive directors. Its meetings are held quarterly and when necessary, to review the performance of NIH and its group of companies and to discuss other matters relating to the achievement of NIH's business goals. The board is authorised to deal with all acquisitions and disposals.

The Board has other Committees that have been mandated to assist it with fulfilling its duties. All these board committees are chaired by independent non executive directors.

The Board Charter
The board of NIH adopted a board charter which covers amongst others the following:

• The role and function of the board of directors
  
• The board structures
  
• The board committees and their terms of reference
  
• Meeting conduct and procedures
  
• Board governance
  
• Code of ethics

Further, the board is to subject itself to independent performance appraisal as a board and as individuals. This process is aimed at assisting the members of the board to identify skills that need enhancement, upgrading or sourcing. Members of the board are encouraged to attend necessary courses that equip them with the execution of their duties.

Ethics
The board subscribes to the highest levels of ethical conduct in its interactions with its shareholders, employees, customers, suppliers and society at large. NIH has a Code of Business Conduct that is aligned with the Board Charter to assist in providing the staff with the necessary guidelines. This code is also available to stakeholders to enhance the appreciation of the obligation of conduct bestowed on employees.

Procurement
We are in support of the Black Economic Empowerment policy of the government and our procuring processes of goods and services stipulate that such contracting entities must have black management and/or ownership.

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Investment Committee
The investment committee comprises of seven members three of which are independent members. The chairperson is an independent non-executive board member. Their mandate is to authorize all acquisitions and disposals. It is mandatory that this committee meets at least four times a year and when necessary. Their primary objective is to establish, develop, implement and review the investment policy and strategy of NIH. They are further tasked with the monitoring of various NIH Investments.

Audit and Risk Committee
This committee is chaired by a non-executive director who is a practising Chartered Accountant (CA). This committee ensures the effectiveness of our internal control systems and is also responsible for monitoring and auditing of the compliance processes. It is also responsible for developing the risk strategy and risk management policies and procedures to ensure that we are compliant with all the relevant statutory requirements and that all checks and balances are in place. This committee meets at least four times a year within each financial year and when necessary. It is the responsibility of this committee to ensure that audited financial statements as well as an annual report are issued.

Remuneration and Human Capital Committee
This committee is also chaired by an independent non-executive director who is a remuneration specialist. It is tasked with overseeing the executive and senior management remuneration and incentive schemes. Due to the size of the organisation, this committee is also responsible for Human Resources policies, systems and procedures.

Executive Committee
This committee is chaired by the Chief Executive Officer of the company and holds monthly meetings. All the subsidiaries of NIH, sectors and departments within NIH submit their performance reports for monitoring and discussion during the committee monthly meeting. Initially, all new investment deals are presented to this committee for its recommendation to the Investment Committee. This rigorous process ensures that all departments and sectors do not work in silos and it also ensures continuity through constant monitoring.

Chairpersons' committee
This committee is chaired by the chairman of the board of directors. It comprises all the chairpersons of the above committees. The objective of this committee is to ensure the alignment of strategies and processes of all committees. It enables all the committee chairpersons to share insights regarding issues raised by their committees, therefore ensuring that the chairpersons' committee has a broader view of the business strategy going forward. The chairpersons' committee meets quarterly or when necessary.

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