Fact Sheet
Date : 09 May 2013
Subject: GOVERNANCE
The Gautrain Management Agency is committed to sound Corporate Governance
Principles and is primarily guided by generally accepted Corporate Governance
Practices, in particular the Code of Corporate Practices and Conduct set out in the
King Report (King III) as well as Protocol on Corporate Governance in the Public
Sector. These practices seek to ensure that the GMA’s mandate is fulfilled with due
consideration to responsible decision making, accountability, effective and ethical
leadership, as well as fairness and transparency whilst monitoring performance and
compliance with statutory requirements.
GMA has been established in terms of the GMA Act and listed under Schedule 3 (c) of
the Public Finance Management Act (PFMA) as a Provincial Public Entity.
1.
EXECUTIVE AUTHORITY
The Gauteng MEC for Roads and Transport is the Executive Authority of the GMA and
the GMA Board is the Accounting Authority. The working relationship between the
Executive Authority and the Accounting Authority is defined and set out in the Service
Level Agreement. The Service Level Agreement set out the mandate of the
Accounting Authority as contemplated in the GMA Act and the PFMA and it also
align the objectives of the Accounting Authority with the objectives of the Executive
Authority. During the past financial year, the Service Level Agreement was updated
and presented to the MEC for inputs.
In accordance with the GMA Act, the MEC may issue a written directive to GMA if the
MEC is of such a view that such action is necessary to ensure the strategic or
economic interest of the Province or Government in relation to the Gautrain Project
are implemented. The MEC undertakes to provide the resources required to enable
the GMA to meet any such directives.
In accordance with the GMA Act, the GMA must submit quarterly reports to the MEC
not later than 30 days after the end of the quarter. The quarterly reports provide an
overview and record of all major strategic activities, actual and expected revenue
and expenditure and the performance of the GMA.
1. ACCOUNTING AUTHORITY / BOARD
In accordance with the PFMA, the Board is the Accounting Authority of the GMA. The
Board is the focal point of governance and retains full and effective control over the
GMA. The Board exercises its fiduciary duties and responsibilities of an Accounting
Authority in accordance with the PFMA.
1.1. Composition of the Board
The Board consists of independent Non-Executive Members who are appointed by
the Gauteng MEC for Roads and Transport. The Non-Executive Members are
independent because they are not involved in the daily running of the GMA, they are
not professional advisers to the GMA, and they are not material suppliers of the GMA.
The Chief Executive Officer is a Member of the Board by virtue of his Office and he is
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also appointed by the MEC for Roads and Transport after consultation with the Board.
In line with the best practice the roles of the Chairperson of the Board and the Chief
Executive Officer are separate. The Chairperson and the Deputy Chairperson of the
Board are appointed by the MEC.
In terms of the GMA Act, Members of the Board are appointed for a period of three
years and are eligible for reappointment provided they serve not more than two
terms.
Three Board Members including the CEO are serving their second term and three
members are serving their first term. Members of the Board currently are as follows:

Mr Abel Mawela as the Chairperson of the GMA Board;

Ms Doris Dondur as the Deputy Chairperson of the GMA Board;

Mr Donovan Nadison;

Mr Mogopodi Mokoena;

Prof Wellington Thwala;

Ms Motseoa Lugemwa;

Mr Mzolisi Nkumanda; and

Mr Jack van der Merwe as the CEO of the GMA.
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The Board is, in terms of the GMA Act, supported by five Advisors who are nominated
by their respective organisations and appointed by the MEC for Roads and Transport.
During 2012 and 2013, the Board Advisors were as follows:

Mr Tumi Moleke from the National Treasury;

Mr Jan-David de Villiers from the National Department of Transport;

Mr Kennedy Kaposa from the Gauteng Provincial Treasury; and

Mr Sanele Zondo from Gauteng Department of Roads and Transport.
The functions of the Advisors are to advise the Board with reference to the interest
views and policies of their respective organisations. The Advisors are not Board
Members and are not entitled to vote at the Board meetings. All Senior Executive
Managers including the Chief Financial Officer have a standing invitation to all Board
meetings.
1.2. Board Charter
The Board Charter regulates how the Board and individual Members of the Board
discharge their responsibilities according to the principles of good governance. The
Charter aims to ensure that all Board Members understand their duties and
responsibilities as well as the laws, regulations and best practices governing their
conduct. It also entails the division of responsibilities at the Board level and between
the Board and Management. The Board Charter was reviewed during the year to
ensure compliance with the best practices and was submitted to the MEC.
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A summary of the roles and responsibilities of the Board as set out in the Board Charter
are as follows:

Provide strategic direction to the GMA and take responsibility for the adoption of
the strategic plan;

Approve the GMA’s budget and monitor the implementation of the Budget;

Oversee the preparation of and approve the annual financial statements;

Define levels of delegation for specific matters with appropriate authority
delegated to board committees and the CEO;

Monitor compliance with laws, regulations and standards;

Establish Board Committees and approve their Terms of Reference;

Ensure that the GMA govern risk adequately through risk management systems
and processes;

Responsible for the IT governance; and

Ensure the integrity of the annual report and approves it.
2. BOARD COMMITTEES
The Board is the foundation of the GMA’s corporate governance systems and is
accountable and responsible for the GMA’s performance. The Board retains effective
control through a clear governance structure and has established Committees to
assist it. The Board Committees do not have executive powers unless the Board
delegates any of its powers to the Committee or the PFMA requires that the
Committee should exercise such powers.
Board Committees have the Terms of Reference which set out the Committees’ roles
and responsibilities, compositions, meeting requirements and the authority. To ensure
that the Terms of Reference of the Committees remain appropriate and comply with
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the best practice, they are reviewed and approved by the Board annually. The
Chairpersons of the Board Committees present their reports which summarise the
activities of the Committees to the Board at each Board meeting including the
recommendations made to the Board in accordance with their Terms of Reference.
All Board Committee meetings are held before the Board meetings to ensure that all
critical issues discussed at the Board Committees are brought timeously to the
attention of the Board.
During the last financial year, the Board reviewed and approved the Terms of
Reference of the following Committees:

Audit and Risk Committee
The Audit and Risk Committee is constituted in terms of Section 76 and 77 of the PFMA,
Regulation 27.1.1 of the Treasury Regulations and Section 19 (1) (b) of the GMA Act.
The role and responsibilities of the Committee are set out in its Terms of Reference.
During the last year the Committee adopted the Terms of Reference which were
approved by the Board.

Finance Committee
The Finance Committee is constituted in terms of Section 19 (1) (b) of the GMA Act.
The role and responsibilities of the Committee are set out in its Terms of Reference.
During 2012 and 2013 the Committee adopted the Terms of Reference which were
approved by the Board.
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
HR and Remuneration Committee
The HR and Remuneration Committee is constituted in terms of Section 19 (1) (b) of
the GMA Act. The role and responsibilities of the Committee are set out in its Terms of
Reference. During the preceding financial year the Committee adopted the Terms of
Reference which were approved by the Board.

Social and Ethics Committee
The Committee is constituted as a statutory committee of the GMA in respect of its
statutory duties in terms of sections 72(4) and (5) of the Companies Act, 2008. The role
and responsibilities of the Committee are set out in its Terms of Reference. The
Committee adopted the Terms of Reference which were approved by the Board. The
Committee performs an oversight and monitoring role in partnership with other Board
Committee to ensure that the GMA conduct its business in an ethical manner.
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