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.
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
Mohamed Iqbal Khan
TERMS OF REFERENCE - AUDIT & RISK COMMITTEE
SOCIAL & ETHICS COMMITTEE
Adv. Vusi Pikoli (Chairperson)
The CSA Chief Executive, Thabang Moroe (acting), 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
Thabang Moroe (Chairperson)
Members Rep not in board - John Wright
Eminent past player
TERMS OF REFERENCE - CRICKET COMMITTEE
CRICKET PIPELINE COMMITTEE
Rihan Richards (Chairperson)
Members Rep not in board - Dr. Oupa Nkagisang
Eminent person from the Media - Altaaf Kazi
The CSA Chief Executive, Thabang Moroe (acting), 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
The following members of management attend Board meetings as invitees:
- The Chief Executive, Thabang Moroe (acting) 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)
The CSA Chief Executive, Thabang Moroe (acting), 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
Norman Arendse SC (Chairperson)
Louis von Zeuner
Dr. Oupa Nkagisang
The CSA Chief Executive Thabang Moroe (acting), 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
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.