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South African Post Office SOC Ltd Act, 2011 (Act No. 22 of 2011)

14. Procedures at meetings, and committees of Board

 

 

(1)

(a) The Board determines its procedures at meetings.
(b) Seventy per cent of serving members constitutes a quorum at any meeting of the Board.
(c) A decision taken by the Board or an act performed under that decision is not invalid merely by reason of—
(i) any irregularity in the appointment of a member;
(ii) a vacancy in the Board; or
(iii) the fact that any person not entitled to sit as a member sat as such at the time when the decision was taken,

provided such decision was taken by a majority of the members present at the time and entitled so to sit, and those members at the time constituted a quorum.

 

(2)

(a) The Board may appoint one or more committees with the concurrence of the Minister, but must appoint the following committees:
(i) Remuneration and Performance Committee;
(ii) Human Resources and Transformation Committee; and
(iii) Audit Committee.
(b) Committees that exist when this Act takes effect, continue to exist for a period of six months after the commencement.

 

(3)        The Board must—

(a) assign members of the Board to serve on a committee, based on their knowledge and skills;
(b) determine the—
(i) terms of reference of a committee;
(ii) composition of a committee;
(iii) tenure of members of a committee;
(iv) reporting mechanisms of a committee; and
(v) method and reasons for removal of a member from a committee.

 

(4) Non-executive members of the Board must make up the majority of the members of a committee.

 

(5) The Board may appoint any person with particular knowledge, expertise or qualifications to assist a committee in the performance of its functions.

 

(6) Unless specially delegated by the Board, a committee has no decision-making powers, and can only make recommendations to the Board.

 

(7) A committee must meet as often as is necessary in order to carry out its functions and may determine its own procedures.

 

(8) Each committee must be chaired by a non-executive member of the Board.