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[ Sections 79(2) and 82(4) ]
S4.1(1): The board -
S4.1(1)(a): is responsible for the management of the affairs of the water management
institution; and
S4.1(1)(b): may exercise the powers of the institution.
S4.1(2): Without limiting subitem (1), it is the role of the board -
S4.1(2)(a): to decide the strategies and policies to be followed by the institution; and
S4.1(2)(b): to ensure that the institution exercises its powers or performs its duties in
a proper, efficient, economical and sustainable manner.
S4.1(3): The board must carry out its functions as efficiently as possible, consistent
with prudent commercial practice.
S4.1(4): In the absence of the chairperson, the deputy chairperson performs all the
functions of the chairperson.
S4.2.(1): A board member holds office for a term -
S4.2.(1)(a): specified in the constitution, if the institution has a constitution; or
S4.2.(1)(b): determined by the Minister, if the institution has no constitution.
S4.2.(2): The institution may pay a board member from the revenues of the institution an
amount of remuneration, determined by the board from time to time, in accordance with any
directive from the Minister.
S4.3.(1): The board may appoint a suitably qualified person as chief executive officer of
the institution.
S4.3.(2): The chief executive officer of the institution holds office on the terms and
conditions determined by the board.
S4.3.(3): The board may remove the chief executive officer of the institution from office.
S4.3.(4): The Minister may, for good reasons and after consultation with the board, direct
the board to remove the chief executive officer from office.
S4.3.(5): The board must comply with a directive given by the Minister under subparagraph
(4).
S4.3.(6): The functions to be performed by the chief executive officer in terms of this
Schedule may also be performed by the chairperson or any other officer designated by the
chairperson.
S4.3.(7): The board must, in consultation with the Minister of Public Service and
Administration, determine the salary of its chief executive officer, subject to the
approval of the Minister.
S4.4.(1): The position of a board member becomes vacant if the member -
S4.4.(1)(a): has been declared to be of unsound mind by a competent authority;
S4.4.(1)(b): is declared insolvent;
S4.4.(1)(c): resigns;
S4.4.(1)(d): is convicted of any offence involving dishonesty;
S4.4.(1)(e): is absent without prior consent of the chairperson from two consecutive
meetings of the board; or
S4.4.(1)(f): fails to make any disclosure required to be made in terms of item 7.
S4.4.(2): An ordinary member or the deputy chairperson may resign in writing addressed to
the chairperson.
S4.4.(3): The chairperson may resign in writing addressed to the Minister.
S4.5.(1): An act or decision of the board is not invalid merely because of -
S4.5.(1)(a): a defect or irregularity in, or in connection with, the appointment of a
board member; or
S4.5.(1)(b): a vacancy in the membership of the board, including a vacancy resulting from
the failure to appoint an original board member.
S4.5.(2): Anything done by or in relation to a person purporting to act as chairperson or
as a board member is not invalid merely because -
S4.5.(2)(a): the occasion for the person to act had not arisen or had ceased;
S4.5.(2)(b): there was a defect or irregularity in relation to the appointment; or
S4.5.(2)(c): the appointment had ceased to have effect.
S4.6.(1): A board member must at all times act honestly in performing the functions of his
or her office.
S4.6.(2): A board member must at all times exercise a reasonable degree of care and
diligence in performing a member's functions, and in furtherance of this duty without
limiting its scope, must -
S4.6.(2)(a): take reasonable steps to inform himself or herself about the institution, its
business and activities and the circumstances in which it operates;
S4.6.(2)(b): take reasonable steps, through the processes of the board, to obtain
sufficient information and advice about all matters to be decided by the board to enable
him or her to make conscientious and informed decisions; and
S4.6.(2)(c): exercise an active discretion with respect to all matters to be decided by
the board.
S4.6.(3): A board member need not give continuous attention to the affairs of the board,
but is required to exercise reasonable diligence in relation to -
S4.6.(3)(a): the business of; and
S4.6.(3)(b): preparation for and attendance at meetings of, the board and any committee to
which the board member is appointed.
S4.6.(4): In determining the degree of care and diligence required to be exercised by a
board member, regard must be had to the skills, knowledge or insight possessed by that
member, and to the degree of risk involved in any particular circumstances.
S4.6.(5): A board member, or former board member, must not make improper use of his or her
position as a member or of information acquired by virtue of his or her position as a
member to gain, directly or indirectly, an advantage for himself or herself or for any
other person, or to prejudice the institution.
S4.6.(6): This item must be interpreted as adding to, and not deviating from, any law
relating to the criminal or civil liability of a member of a governing body of a corporate
body, and it does not prevent any criminal or civil proceedings being instituted in
respect of such a liability.
S4.7.(1): If a board member has a direct or indirect pecuniary or other interest in any
matter in which the institution is concerned, which could conflict with the proper
performance of his or her duties in relation to that matter, he or she must disclose that
interest as soon as practicable after the relevant facts come to his or her knowledge.
S4.7.(2): If the board member is present at a meeting of the board at which the matter is
to be considered, the board member must disclose the nature of his or her interest to the
meeting immediately before the matter is considered.
S4.7.(3): If the board member is aware that the matter is to be considered at a meeting of
the board at which he or she does not intend to be present, he or she must disclose the
nature of his or her interest to the chairperson before the meeting is held.
S4.7.(4): A board member who has made a disclosure under this paragraph must not -
S4.7.(4)(a): be present during any deliberation; or
S4.7.(4)(b): take part in any decision, of the board in relation to the matter in
question.
S4.7.(5): Any disclosure made under this paragraph must be noted in the minutes of the
relevant meeting of the board.
If a person contravenes item 7, the institution, or the Minister in the name of the
institution, may recover from the person as a debt due to the institution, through a
competent court, either or both of the following -
S4.9.(a): if that person, or any other person, made a profit as a result of the
contravention, an amount equal to that profit; and
S4.9.(b): if the institution has suffered loss or damage as a result of the contravention,
an amount equal to that loss or damage.
S4.9.(1): The board must meet at least twice in each year.
S4.9.(2): Meetings must be held at the times and, subject to subitem (4), the places
determined by the board.
S4.9.(3): The chairperson may convene a meeting at any time and must do so when requested
by one third of the board members.
S4.9.(4): The chairperson may, from time to time, determine that a meeting be held by
telephone, closed-circuit television or other means of communication.
S4.10.(1): Except as provided in subitem (3), the chairperson or the chief executive
officer must give at least seven days' written notice to board members of any meeting
convened at the request of one third of the board members.
S4.10.(2): A notice given in terms of subitem (1) must -
S4.10.(2)(a): specify the date and time of the meeting; and
S4.10.(2)(b): state the general nature of the business of the meeting; and either
S4.10.(2)(c): state the place of the meeting; or
S4.10.(2)(d): specify the means of communication by which the meeting will be held.
S4.10.(3): The chief executive officer or chairperson must give notice of a meeting -
S4.10.(3)(a): in writing; and
S4.10.(3)(b): not less than seven days in advance except in cases of emergency or where
every board member agrees to accept short notice.
S4.10.(4): If notice of a meeting is given the board must, if requested by a board member,
allow that member to participate in the meeting in the manner contemplated in item 16.
S4.10.(5): The proceedings of, or resolutions passed at a meeting of, a board are not
invalid merely because -
S4.10.(5)(a): the chief executive officer omitted to send a notice to a board member; or
S4.10.(5)(b): a member did not receive a notice of the meeting.
S4.11.(1): No business may be conducted at a meeting unless a quorum of members is
present.
S4.11.(2): A quorum is a majority of the members for the time being.
S4.11.(3): If a quorum is not present within 30 minutes after the time appointed for a
meeting, the person presiding at the meeting may adjourn the meeting to the same time and
place, seven days after the adjournment.
S4.11.(4): If a quorum is not present at an adjourned meeting within 30 minutes after the
time appointed for the meeting, the meeting is automatically cancelled.
S4.12.(1): The person presiding at a meeting at which a quorum is present -
S4.12.(1)(a): may adjourn the meeting with the meeting's consent; and
S4.12.(1)(b): must adjourn the meeting if the meeting so directs.
S4.12.(2): An adjourned meeting must be held at the time and place agreed to by the
meeting before it is adjourned.
S4.12.(3): Only unfinished business of an initial meeting can be conducted at an adjourned
meeting.
S4.13.(1): Subject to item 7(4) -
S4.13.(1)(a): the chairperson must preside at all meetings of the board at which the
chairperson is present; and
S4.13.(1)(b): in the absence of the chairperson, the deputy chairperson must preside at a
meeting of the board.
S4.13.(2): If neither the chairperson nor the deputy chairperson is present, the meeting
must appoint a board member present at the meeting to preside.
S4.14.(1): A question arising at a meeting must be determined by a majority of votes of
board members present and voting.
S4.14.(2): If voting on a question is equal, the person presiding has a casting vote as
well as a deliberative vote.
S4.15.(1): The chief executive officer must ensure that complete and accurate minutes of
each meeting are kept.
S4.15.(2): Draft minutes of each meeting must -
S4.15.(2)(a): be presented to the next meeting of the board for amendment, if necessary,
and adoption; and
S4.15.(2)(b): be entered in a durable, bound volume of minutes.
S4.15.(3): The person presiding at the next meeting must sign and date an affirmation to
the effect that any minutes of the previous meeting have been adopted by the meeting.
S4.16.(1): The board may, by resolution, permit board members to participate in a
particular meeting by telephone, closed-circuit television or other means of
communication.
S4.16.(2): A board member who participates in a meeting under permission given under
subitem (1) must be regarded as being present at the meeting.
S4.17.(1): If all the board members for the time being (other than a board member who is
absent from South Africa at the time) sign a document containing a statement that they are
in favour of a resolution set out in the document, a resolution in those terms shall be
taken to have been passed at a meeting of the board held on the day on which the document
is signed or, if the members do not sign it on the same day, on the day on which the last
member signs the document.
S4.17.(2): For the purpose of subitem (1), two or more separate documents containing a
statement in identical terms, each of which is signed by one or more board members, must
be taken to be one document.
S4.17.(3): A document referred to in this item may be in the form of a telex or facsimile.
S4.18.(1): Subject to subitem (2), a document is duly executed by the board if it is
executed on behalf of the board by any two board members.
S4.18.(2): The board may, either generally or in a particular case or class of cases, by
resolution authorise the chief executive officer to execute documents on behalf of the
board.
S4.19.(1): The board may, from time to time -
S4.19.(1)(a): appoint such temporary or standing committees as it sees fit from among its
members;
S4.19.(1)(b): appoint persons other than board members to a committee;
S4.19.(1)(c): remove any person appointed to a committee from such committee; and
S4.19.(1)(d): determine the terms of reference of any committee, which may include -
S4.19.(1)(d)(i): full decision making powers on particular matters; or
S4.19.(1)(d)(ii): a requirement to refer decisions back to the board for ratification.
S4.19.(2): Items 7, 11, 12, 14, 15, 16, 17, 18(1) and 20 apply to a committee as if it
were the board.
S4.19.(3): Part 2 also applies to any member of a committee who is not a board member.
S4.19.(4): A committee must report to the board at the times and in the manner determined
by the board.
Subject to this Part, the board may regulate its own proceedings.
S4.21.(1): The board must prepare business plans.
S4.21.(2): The first business plan must be for a period of not less than three years and
must begin when the first financial year starts, which must be not more than six months
after the board is established.
S4.21.(3): Each subsequent business plan must be updated annually.
S4.21.(4): The board may review and revise a business plan at any time, and must do so
when so directed by the Minister.
Each business plan must be in the form determined by the Minister and -
S4.22.(a): must set out the objectives of the institution;
S4.22.(b): must outline the overall strategies and policies that the institution is to
follow to achieve the objectives;
S4.22.(c): must include a statement of the services which the institution expects to
provide and the standards expected to be achieved in providing those services;
S4.22.(d): must include the financial and performance indicators and targets considered by
the board to be appropriate;
S4.22.(e): may include any other information which the board considers appropriate; and
S4.22.(f): must include any other information determined by the Minister.
Each business plan -
S4.23.(a): must include a financial target;
S4.23.(b): must outline the overall financial strategies for the institution including the
setting of charges, borrowing, investment and purchasing and disposal strategies;
S4.23.(c): must include a forecast of the revenue and expenditure of the institution,
including a forecast of capital expenditure and borrowings;
S4.23.(d): must provide for capacity building amongst its board members and officials;
S4.23.(e): may include any other financial information which the board considers
appropriate; and
S4.23.(f): must include any other financial information determined by the Minister.
In preparing or revising a financial target, the board must have regard to -
S4.24.(a): the need to maintain the institution's financial viability;
S4.24.(b): the need to maintain a reasonable level of reserves, especially to provide for
-
S4.24.(b)(i): corrective action to redress the results of past racial and gender
discrimination in the use of water resources;
S4.24.(b)(ii): any estimated future demand for the services of the institution; and
S4.24.(b)(iii): any need to improve the accessibility of, and performance standards for,
the services provided by the institution; and
S4.24(c): other matters determined by the Minister.
S4.25.(1): When the board prepares or revises a business plan, it must immediately make a
copy of the plan available to the Minister.
S4.25.(2): The Minister may -
S4.25.(2)(a): within 60 days after receiving a copy of a prepared plan; or
S4.25.(2)(b): within 30 days after receiving a copy of a revised plan, make comments on
the plan to the board.
S4.25.(3): The board must consult in good faith with the Minister following communication
to it of the Minister's comments and must make any changes to the plan that are agreed
upon by the Minister and the board.
S4.25.(4): The Minister may, from time to time, direct the board to include in, or omit
from, a business plan, any matter, including a financial matter.
S4.25.(5): Before giving a directive under this item, the Minister must consult with the
board as to the matters to be included in the directive.
S4.25.(6): The board must comply with a directive given under this item.
If matters arise that might prevent, or materially affect, achievement of the objectives of the institution in terms of the business plan or financial targets contained in the business plan, the board must immediately notify the Minister of the existence of such matters.
The institution must act only in accordance with its business plan, as it exists from time to time, unless the Minister has directed otherwise.
S4.28.(1): The Minister may direct the board to give him or her specific information.
S4.28.(2): The board must comply with such directive.
S4.29.(1): An institution must provide the Minister or any person authorised by the
Minister with -
S4.29.(1)(a): the information which the Minister requires on the affairs and financial
position of the institution; and
S4.29.(1)(b): access to such books, accounts, documents and assets of the institution as
the Minister may require.
S4.29.(2): The Minister may appoint a person to investigate the affairs or financial
position of an institution and recover the reasonable fees and disbursements of that
person from that institution.
S4.29.(3): A board member and an employee of a board have the same duties towards the
Minister or a person authorised by the Minister as an institution has in subitem (1),
except to the extent that the board member or employee can show that he or she is unable
to comply.
The Minister or a person authorised by the Minister may enter into the premises of any institution and take possession of any book, record or asset of the institution where this is necessary in order to obtain any information to which the Minister is entitled in terms of this Part or for the purposes of any investigation that the Minister is entitled to conduct in terms of this Part.
Any institution, board member or employee of the board who does not comply with items 28 to 30 or obstructs a person appointed under item 29(2) is guilty of an offence and liable on conviction to a sentence contemplated in section 151 of the Act.
S4.32.(1): The financial year of an institution is for a 12-month period determined by the
board.
S4.32.(2): The board must ensure that the chief executive officer of the institution keeps
-
S4.32.(2)(a): proper records and accounts of the activities, transactions and affairs of
the institution and of the board; and
S4.32.(2)(b): any other records or accounts that are necessary to explain sufficiently the
financial operations and financial position of the institution.
S4.32.(3): The board and the chief executive officer of the institution must each do all
things necessary to -
S4.32.(3)(a): ensure that all money payable to the institution is properly collected;
S4.32.(3)(b): ensure that all money spent by the institution is properly spent and
properly authorised;
S4.32.(3)(c): ensure that there is adequate control over all assets acquired for the
purposes of the institution, or managed or controlled by it;
S4.32.(3)(d): ensure that all liabilities incurred on behalf of the institution are
properly authorised;
S4.32.(3)(e): ensure efficiency and economy of operations and avoidance of waste and
extravagance;
S4.32.(3)(f): develop and maintain an adequate budgeting and accounting system; and g)
develop and maintain an adequate financial control system.
S4.33.(1): An institution must, in respect of each financial year, prepare an annual
report containing -
S4.33.(1)(a): a report of its operations during the financial year;
S4.33.(1)(b): financial statements for the financial year; and
S4.33.(1)(c): a copy of each directive given to it during that year by the Minister.
S4.33.(2): The institution must submit the report to the Minister not later than six
months after the end of the financial year in question.
S4.33.(3): The report of operations referred to in subitem (1)(a) must be prepared in a
form and contain information determined by the Minister.
S4.33.(4): The financial statements referred to in subitem (1)(b) must be consistent with
generally accepted accounting practices and must contain the information and be prepared
in the manner and form determined by the Minister.
S4.33.(5): Such financial statements must -
S4.33.(5)(a): fairly present the results of the financial transactions of the institution
during the financial year to which they relate and the financial position of the
institution as at the end of the year; and
S4.33.(5)(b): be audited by a chartered accountant appointed by the board.
S4.33.(6): The institution must publish its annual report and make copies available at the
offices of the institution for inspection and purchase by the public.
S4.33.(7): The institution must -
S4.33.(7)(a): if it is a catchment management agency, table its annual report in
Parliament; or
S4.33.(7)(b): if it is a water user association, send a copy of its annual report to the
Secretary to Parliament.
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