The CEB is committed to fulfilling its mandate in a manner which is consistent with good governance practices and, in particular, with regard to accountability, transparency, responsibility and ethics. It subscribes to the principles set out by the National Code of Corporate Governance.
The direction, control and accountability of the business of the CEB are vested in the Board. The fulfilling of these responsibilities is facilitated by a well-developed governance structure comprising various Sub-Committees. Management is accountable and subject to the control of the Board and operates within the policy framework laid down by the latter.
Business is conducted in accordance with the CEB Act, other relevant statutory provisions, and the principles of good corporate governance.
The Board is ultimately responsible and accountable for the performance and affairs of the organisation. The role and functions of the Board include:
- Providing strategic direction and leadership;
- Reviewing objectives, strategies and structures with a view to satisfying stakeholders’ interests;
- Ensuring that the CEB complies with all relevant laws, regulations, codes of best business practice, and guidelines laid down in the National Code of Corporate Governance;
- Ensuring greater levels of fairness, transparency and accountability in the decisions and acts of the CEB;
- Ensuring the integrity of CEB's accounting and financial reporting systems, including the independence of audit, control systems, systems for the monitoring and managing of risks, financial control, and compliance with law and relevant accounting standards;
- Overseeing the process of disclosure and communication; and
- Ensuring that the utility develop a succession plan, both for its executive directors and senior management.
In the conduct of its duties, the Board is assisted by four Committees, namely the Finance Committee, the Audit, Risk & Good Governance Committee, the Human Resource Committee, and the Strategic Committee.
The Finance Committee reviews and makes recommendations to the Board on the financial situation, the budget and the evaluation of tenders.
The functions of the Committee include:
- Review of financial policies and strategies, and making recommendations to the Board;
- Examination of tender evaluation reports prepared by Management in respect of tenders whose value exceeds Rs 10 million, and submitting recommendations to the Board for their award;
- Examination of Annual Budgets, Cash flow Statements, Management Accounts and Financial Statements; and
- Analysis of proposals for tariff review.
Audit, Risk and Good Governance Committee
The Audit, Risk and Good Governance Committee ensures that risks, audit and internal control are properly addressed.
The functions of the Audit, Risk and Good Governance Committee include:
- Monitoring important risk areas and ensuring that these are being effectively addressed by Management;
- Monitoring the effectiveness of the system of internal control, accounting practices, information systems and internal audit;
- Evaluation of the financial management and auditing policies of the CEB;
- Review of the financial reporting process to ensure CEB’s compliance with the applicable laws and regulations;
- Examination and review of the annual financial statements;
- Examination of accounting and auditing concerns identified by internal and external audit;
- Ensuring integration of internal control and risk management;
- Making recommendations to the Board on risk policies;
- Examination of risk reports on the cash flow position of the CEB, market changes, the current situation in terms of interest rates, exchange rates and commodity prices, and forecasts; and
- Providing advice on financing arrangement and structure.
Human Resource Committee
The specific terms of reference of the Human Resource Committee include direct authority for and making recommendations to the Board on matters relating to, inter-alia:
- Human resource strategies;
- Selection and appointment;
- Remuneration and performance management;
- Training and development;
- Industrial relations; and
- Succession planning.
The specific terms of reference of the Strategic Committee include:
- Overseeing the management and execution of the Board’s Strategic Plan; and
- Accountability for the achievement of programmatic objectives.