Governance

Board of Directors

GOVERNANCE FRAMEWORK

As a non-profit company, Cricket South Africa is subject to the corporate governance, disclosure and other legal requirements of the Companies Act, No 71 of 2008. Although not obliged to do so, CSA applies most of the King Code of Governance Principles (King III Code). An obvious departure from the King III Code is the fact that the majority of directors are not independent, nor does the board have executive directors. These departures were imposed on CSA by SASCOC to whom it is affiliated.

The Board considers sound corporate governance structures and processes as pivotal in delivering responsible and sustainable growth in the sport of cricket and the business of CSA in the interests of all stakeholders.

These governance structures and processes are regularly reviewed by the Board and, where necessary, are adapted to reflect national and international best practice.

CORPORATE STRUCTURE

The highest decision making body at CSA is the Members Forum, which currently is made up of the 12 Affiliate Presidents plus the President and Vice-President of CSA, who were elected from the ranks of the Affiliate Presidents. The Members Council sets general policy for CSA.

The Board of Directors of CSA (“the Board”) is responsible for the strategic direction of the organisation and exercises control over the affairs of CSA through the governance framework, which includes reporting to the Board, its committees and a system of assurance on internal controls.

The Board, in terms of CSA’s Memorandum of Incorporation (“MOI”), is currently composed of 7 (seven) non-independent directors (who are Presidents of Affiliates and therefore involved with cricket) and 5 (five) independent directors, i.e. persons, who, apart from their CSA directorships, are not involved with cricket. These independent directors were selected and nominated for appointment as such by a nomination process that was comprised of persons who were independent of CSA. The independent directors bring a wealth of experience on the legal, accounting and business front to CSA’s governance processes.

The term of directors is 3 (three) years and a director is eligible for election for an additional 3 (three) year term.

The Chairman is Mr. Chris Nenzani and the Lead Independent Director, Adv Norman Arendse SC.



There are several committees that have been established to assist the Board in the discharge of its responsibilities.

The Members’ Forum appointed the members of the Audit Committee (called Audit & Risk at CSA) as a statutory committee, while all the other committees were appointed by the Board. The following are currently the committees of the Board:

THE AUDIT & RISK COMMITTEE

Louis von Zeuner (Chairperson)
Adv. Vusi Pikoli
Thabang Moroe
Mohamed Iqbal Khan

TERMS OF REFERENCE - AUDIT & RISK COMMITTEE

SOCIAL & ETHICS COMMITTEE

Adv. Vusi Pikoli (Chairperson)
Beresford Williams
Zola Thamae

The CSA Chief Executive, Haroon Lorgat, the Chief Financial Officer, Naasei Appiah, the Company Secretary and the Resources Manager make up the rest of the committee as permanent attendees. A Social & Ethics Committee is a statutory requirement as defined by the Companies Act.

TERMS OF REFERENCE - SOCIAL & ETHICS COMMITTEE

BOARD COMMITTEES:

CRICKET COMMITTEE

Thabang Moroe (Chairperson)
Rihan Richards
Tando Ganda
Greg Fredericks
Members Rep not in board - John Wright
SACA Rep
Eminent past player

TERMS OF REFERENCE - CRICKET COMMITTEE

CRICKET PIPELINE COMMITTEE

Rihan Richards (Chairperson)
Thabang Moroe
Faeez Jaffar
Zola Thamae
Eugene Jacobs
Members Rep not in board - Dr. Oupa Nkagisang
Eminent person from the Media - Altaaf Kazi

The CSA Chief Executive Haroon Lorgat, the General Manager Cricket, Corrie van Zyl, Company Secretary and Executive & Compliance Manager, Lindiwe Ndziba and the Transformation Manager, Max Jordaan are attendees.

TERMS OF REFERENCE - CRICKET PIPELINE COMMITTEE

FINANCE & COMMERCIAL COMMITTEE

Mohamed Iqbal Khan (Chairperson)
Louis von Zeuner
Thabang Moroe

The following members of management attend Board meetings as invitees:

- The Chief Executive, Mr. Haroon Lorgat who has been in the employ of CSA since 1 August 2013.

- The Chief Financial Officer, Mr. Nassei Appiah, who has been in the employ of CSA since 1 October 2010.

TERMS OF REFERENCE - FINANCE & COMMERCIAL COMMITTEE

HUMAN RESOURCE & REMUNERATION COMMITTEE

Dawn Mokhobo (Chairperson)
Rihan Richards
Tando Ganda

The CSA Chief Executive Haroon Lorgat, the Chief Financial Officer, Naasei Appiah, Company Secretary and Executive & Compliance Manager, Lindiwe Ndziba and the HR Manager are attendees.

TERMS OF REFERENCE - HR & REMUNERATION COMMITTEE

TRANSFORMATION COMMITTEE

Norman Arendse SC (Chairperson)
Louis von Zeuner
Dawn Mokhobo
Faeez Jaffar
Angelo Carolisen
Dr. Oupa Nkagisang

The CSA Chief Executive Haroon Lorgat, the Company Secretary and Executive & Compliance Manager, Lindiwe Ndziba and the Transformation Manager, Max Jordaan attend as invitees.

TERMS OF REFERENCE - TRANSFORMATION COMMITEE

CHIEF EXECUTIVES' COMMITTEE (CEC)

The Chief Executives’ Committee is an important planning and operational committee serving under the Chief Executive (CE) of Cricket South Africa (CSA). The committee is intended to serve as an advisory committee to the CE and is entitled to make strategic and operational recommendations to the CE and the Board of CSA.

The composition is as follows:

- The Chief Executive (or equivalent) from each Affiliate/Associate Member;

- The Chief Executive (or equivalent) from the South African Cricketers Association (SACA); and

- CSA’s Senior Executive team (Exco).

TERMS OF REFERENCE - CHIEF EXECUTIVES COMMITTEE

FRAUD HOT-LINE

CSA has a whistle-blowing policy in which it encourages personnel to come forward anonymously and report issues of maladministration, conflict of interest and corruption. This applies to players, staff and other stakeholders. The process is managed by Deloitte and Touche.