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South African Postbank Limited Act, 2010 (Act No. 9 of 2010)

Chapter IV : Control and Management of Company

14. Appointment of members of Board

 

(1) For the purpose of appointing the non-executive members of the Board, the Minister must—
(a) by notice in at least two national newspapers and in the Gazette, invite interested persons, within the period and in the manner determined in the notice, to submit the names of persons envisaged in section 12(1)(a) that are fit and proper persons to hold the office of a member of the Board of a banking institution, as contemplated in the Banks Act; and
(b) in writing invite the Post Office, acting with the concurrence of the Registrar of Banks, to submit the names of persons envisaged in section 12(1)(b) that are fit and proper persons to hold the office of a member of the Board of a banking institution, as contemplated in the Banks Act.

 

(2) The Minister must appoint a nomination committee to make recommendations to the Minister for the appointment of the non-executive members of the Board contemplated in subsection (1)(a).

 

(3) In establishing a nomination committee, the Minister must ensure that the committee broadly reflects the race and gender composition of the Republic.

 

(4) The nomination committee, in making a recommendation to the Minister, must consider—
(a) the proven skills, knowledge and experience of a candidate in areas of—
(i) financial management;
(ii) project management;
(iii) governance compliance;
(iv) risk management;
(v) transformation and diversity equity;
(b) the need for representation of historically disadvantaged persons;
(c) generally, whether the persons nominated represent a sufficient spread of qualifications, expertise and experience to ensure the efficient and effective functioning of the Company;
(d) with the concurrence of the Registrar of Banks, whether a candidate is a fit and proper person to hold the office of a member of the Board of a banking institution, as contemplated in the Banks Act; and
(e) whether a candidate has any direct or indirect interest in conflict with the business of the Company as contemplated in section 13(1)(g).

 

(5)

(a) Nominations of suitable persons as contemplated in subsections (1)(b) or (4) must include at least one and a half times the number of Board members to be appointed.
(b) If a suitable person or the required number of suitable persons are not nominated as contemplated in subsections (1)(b) or (4), the Minister may, with the concurrence of the Minister of Finance and the Post Office, identify and appoint the required number of further members.

 

(6)

(a) The Minister must, within 30 days after consensus has been reached with the Minister of Finance and the Post Office regarding the appointment of members as contemplated in section 10(2) —
(i) designate the non-executive members of the Board from suitable persons nominated by the Post Office as contemplated in subsection (1)(b); and
(ii) appoint the other non-executive members of the Board from suitable persons nominated as contemplated in subsection (4).
(b) The Minister must cause the names of the members appointed and the date of commencement of their terms of office to be published by notice in the Gazette.

 

(7) A non-executive member of the Board—
(a) is appointed according to the terms and conditions determined by the Minister;
(b) must be paid from the revenue of the Company such remuneration and allowances as the Minister determines, taking into consideration any prescriptions or guidelines issued by the Minister for the Public Service and Administration and the National Treasury; and
(c) is appointed on a part-time basis.

 

(8)

(a) Any vacancy occurring in the Board must be filled in the same way as the departing member was appointed to the Board.
(b) Any member appointed under this subsection holds office for the rest of the period of the predecessor's term of office, unless the Minister directs that such member holds office for a longer period which may not exceed one subsequent term of up to five years.