The Southern Africa Trust is registered as a trust in South Africa and governed by its Deed of Trust with the principal objective of strengthening the voice of the poor through enhancing the role of the civil society sector and its impact on pro-poor change in Southern Africa.

The Southern Africa Trust comprises of a Board of Trustees that are elected by the members for a 3-year term with the possibility of re-nomination. Trustees will not serve for more than two consecutive terms. The re-nomination process will be conducted as set out in the Trust Deed. For the purposes of continuity a process of succession is applied where a third of the Trustees will be expected to retire in the fourth, fifth and sixth year. The process will be conducted as follows: Trustees will serve for a three-year term and may not serve more than two consecutive terms. After the establishment of the Trust, by drawing of lots, during the third year one third of Trustees will be required to retire. They may offer themselves for re-nomination for a second term. In the fourth year, by drawing of lots, one third of the original Trustees (other than those who had previously retired) will retire. They may offer themselves for re-nomination for a second term. In the fifth year, the remaining third of T rustees will retire and may offer to stand for re-nomination for a second term.

A sitting fee for each board meeting will be set at a rate determined annually by the Board. Individual board members can decline the offer and or opt to nominate a charity organisation that will receive the equivalent amount of the fee.

According to the Trust Deed the office of trustee shall be vacated if a trustee fails to attend three consecutive meetings of the trustees without prior consent of the chairperson of the Trust.

The board is accountable to its mission and objectives and to its stakeholders as determined from time to time. This demands that the board take a holistic approach to accountability issues. Its quality of thinking, its ethics and values, its compliance with the law in both policy and fudiciary responsibilities, and the consistency of its behaviour towards its stakeholders all define its approach to accountability

The Board
1. The Board is the focal point of the corporate governance system.

2. The Board does not comprise of representatives of internal and external factions. Trustees should focus on the needs of constituencies. Stakeholders include donors, recipients of the trust’s support, legislators, customers and suppliers and the regional and local communities, which the trust seeks to serve.

3. The Board is responsible for strategic thinking rather than strategic planning – that is to say, the capacity to think in “divergent” ways: a single answer is not accepted as good enough, nor does the organisation have to adopt a single strategy. The Board generates imagination, creativity and ingenuity in order to create a much higher quality range of answers, where two apparently incompatible answers are simultaneously possible. In this way it also avoids rubber-stamping decisions, which were made elsewhere and brought to them as a formality.

4. The board is ultimately accountable and responsible for the performance and affairs of the organisation.

5. Delegating authority to board committees or management does not in any way mitigate or dissipate the discharge by the board and its executive director of their duties and responsibilities.

Hence the board must:

• Give strategic direction to the organisation, appoint and manage the chief executive officer and ensure that succession is planned.
• Retain full and effective control over the organisation, and monitor management in implementing board plans and strategies.
• Ensure that the organisation complies with all relevant laws, regulations and codes of good practice. For example, it must comply with narrative and fiscal reporting requirements.
• Define levels of decision-making, reserving specific power to itself and delegating other matters with the necessary written authority to management. These matters should be monitored and evaluated on a regular basis.
• Have unrestricted access to all organisation’s information, records, documents and property. The information needs of the board must be well defined and regularly monitored.
• Address conflict of interest issues, relating to board members, the executive director and management, which should be regularly reviewed and updated as necessary.
• Have an agreed procedure whereby the executive director may, if necessary, take independent professional advice at the organisation’s expense.
• Consider whether or not its size, diversity and demographics make it effective.
• Identify key risk areas and key performance indicators of the organisation. These should be regularly monitored and managed, with particular attention given to technology and systems.
• Identify and monitor the non-financial aspects relevant to the business of the organisation.
• Ensure that minutes of all its meetings, including the meetings of appointed committees of the board are documented and circulated to all Board members.
• Ensure that all board minutes are adopted and signed.
• Record the facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead or why it will not, and in that case, what steps the board is taking to remedy the situation.

Board committees

1. Board committees are an aid to assist the board and its executive director in discharging their duties and responsibilities, and the board will not shield behind these committees.

2. There should be a formal procedure for certain functions of the board to be delegated, describing the extent of such delegation, to enable the board to properly discharge its duties and responsibilities and to effectively fulfill its decision making process.

3. Board committees with formally determined terms of reference, lifespan, role and function constitute an important element of the process and should be established with clearly agreed upon reporting procedures and written scope of authority.

4. As a general principle, there will be transparency and full disclosure from the board committee to the board, except where the board has mandated the committee otherwise.

5. At a minimum, the board will have an audit and remuneration committee. Industry and company specific issues will dictate the requirement for other committees.

6. Board committees will be free to take independent outside professional advice as and when necessary.

7. Board committees will be subject to regular evaluation by the board to ascertain their performance and effectiveness.

8. The executive director will serve on the board ex-officio and will not have voting powers.