Governance and Leadership
How we are governed
All medical schemes in South Africa are governed by the Medical Schemes Act (the Act). The Scheme Rules are developed in accordance with the Act and approved annually by the Council for Medical Schemes (CMS).
Additional governance guidance is taken from the King IV Report on Corporate Governance for South Africa 2016 (King IV). King IV sets the standard for good corporate governance in South Africa and is internationally recognised as best practice. King IV defines corporate governance as the exercise of ethical and effective leadership by boards to achieve the following outcomes:
- An ethical culture;
- Good performance;
- Effective control; and
The Trustees embrace the principles of King IV in achieving optimal governance outcomes for the Scheme and within the Scheme environment. The Trustees are required to lead ethically and effectively, and each Trustee (individually and collectively as part of the Board) is expected to cultivate the characteristics of integrity, competence, responsibility, accountability, fairness and transparency, exhibiting these in their conduct.
Our Governance Structures
DHMS is governed by an independent Board of Trustees, which is responsible for overseeing the business of the Scheme. The Trustees hold the decision-making power of the Scheme and are ultimately responsible for oversight of the Scheme's material matters, the development and implementation of the Scheme's strategy and the sound management of its business, including Scheme policies.
The Board's overriding objective is to ensure that the best interests of Scheme members are served equitably while ensuring the sustainability of DHMS. The Trustees are accountable to the Scheme's members.
According to the Scheme Rules, the affairs of the Scheme must be managed according to these Rules by a Board of fit and proper members (i.e. with the requisite character, integrity, skill, competence, financial soundness and ability to exercise a fiduciary duty) of at least five and at most eight Trustees. Trustees serve a three-year term after which they are eligible for re-election or re-appointment. However, they may not serve more than two consecutive terms.
At any given time, at least half of the Trustees must be elected by members, meaning that the Scheme has no influence over the re-election of these Trustees or of the composition of the Board in respect of the elected Trustees. Due to its limited succession planning ability in this regard, the Board may also appoint additional Trustees to fill knowledge, experience and skills gaps if required, and may re-appoint such Trustees (subject to the requirement that a Trustee may only serve two consecutive terms). In addition, the Trustees have access to professional advice, both inside and outside of the Scheme to inform the proper execution of their duties, and may obtain such external or other independent professional advice as they consider necessary.
To ensure effective leadership, the Trustees dedicate a significant amount of time and effort to their fiduciary duties; this extends well beyond meeting attendance.
The Board comprises independent, highly skilled professionals with a diverse range of specialisms, experience, background and gender. This brings multiple perspectives to bear in discussion and debate, ensuring robust oversight and strategic decision-making. Our Trustees' expertise extends across various fields including legal, actuarial, accounting, economics, governance, clinical, financial, financial reporting, investment and human resources.
The role of the Trustees
- Evaluate, direct and monitor the Scheme's strategy, ensuring alignment with the purpose and value drivers of the Scheme, alongside the legitimate interests and expectations of stakeholders;
- Review the sustainability of the Scheme and evaluate whether the services offered by the Administrator and Managed Care Provider meet the needs of, and offer value for money to, the Scheme and its members;
- Monitor innovation and oversee the improvement of all levels of the Scheme's operations;
- Monitor adherence to the Scheme Rules and the provisions of the Act in the day-to-day running of the Scheme's affairs; and
- Consider stakeholder perceptions and their impact on the Scheme's reputation.
At all times, the Trustees must act with due care, diligence, skill and good faith in the best interests of the Scheme and its members. Measures are in place to assess any conflicts of interest that may arise, and the Trustees act with reference to best practice governance and any relevant legal requirements to manage these.
The duties of the Trustees, set out in the Act and the Scheme Rules
- Take all reasonable steps to ensure that the interests of beneficiaries, in terms of the Scheme Rules and the provisions of the Act, are protected at all times while acting with impartiality in respect of all beneficiaries;
- Ensure the proper and sound management of the Scheme by applying sound business principles to ensure its financial position is sound;
- Take all reasonable steps to protect the confidentiality of medical records concerning the state of health of the Scheme's members, and ensure that the Scheme Rules, operations and administration comply with the provisions of the Act and all other applicable laws;
- Oversee and direct the management of the Scheme's outsourced activities performed by the Administrator and Managed Care Provider;
- Appoint, evaluate and delegate oversight functions to the Principal Officer;
- Ensure that proper control systems and record keeping are employed by and on behalf of the Scheme; and
- Ensure that adequate and appropriate information is communicated to members regarding their rights, benefits, contributions and responsibilities in terms of the Scheme Rules.
Trustees are remunerated for their services in terms of the Scheme's Remuneration Policy. The benchmarked professional fees of Trustee and Board Committee Members are discounted in recognition of the non-profit status of medical schemes.
JOHN BUTLER SC
B.Comm, LLB, MA (Senior Counsel, Member of the Cape Bar)
In compliance with the Act, the registered Scheme Rules and in line with best practice governance principles, the Board has implemented appropriate governance structures to navigate and manage the complex operating environment, risks and strategic objectives of the Scheme.
The Board is supported by nine Board Committees which are constituted and structured according to the needs of the Scheme to assist the Board to fulfil its fiduciary and oversight duties effectively. Board Committee Members consist of both Trustees and Independent Members according to each Committee's requirements. Independent Board Committee Members serve three-year terms and are eligible for subsequent re-appointment for a further term but may not serve more than two consecutive terms. Committee Members are remunerated for their services in terms of the Scheme's Remuneration Policy.
The Committees report to the Board regularly, and each has its own terms of reference and clear procedures for reporting. The terms of reference set out each Committee's role and responsibilities, and are reviewed annually to ensure continued relevance to the business of the Scheme. The Committees make recommendations to the Board for the approval of any decisions to be taken.
As one of their fiduciary duties, the Trustees appoint and delegate accountability for the day-to-day management of the Scheme to the Principal Officer, who is the chief executive and accounting officer of the Scheme.
The Principal Officer must be fit and proper to hold this office and may appoint any staff required for the proper execution of the business of the Scheme.
The Board delegates collective management responsibilities to the Principal Officer and determines the terms and conditions of service of any person employed by the Scheme. The Principal Officer is required to execute the decisions of the Board and bears ultimate responsibility for all management functions.
Guided by the Act, its Regulations, the Scheme Rules, the Board delegation of authority, along with applicable laws, codes and standards, the Principal Officer is supported by an executive management team to execute the strategic objectives of the Scheme. The team works in collaboration with the Administrator and Managed Care Provider, Discovery Health, to implement strategy.
The management team's expertise extends across a diverse array of capabilities related to medicine, actuarial science, risk management, accounting, business management, strategic development, financial management, investment, law, ethics, compliance and research.
Ms Charlotte Mbewu
BCom (Hons) Accounting; CA (SA)
The Scheme has an appropriately qualified and experienced secretariat function within its operational structure that provides the Trustees with support regarding their duties, responsibilities and powers. In addition, the secretariat function ensures that accurate minutes of all Board and Committee meetings are appropriately prepared, distributed and stored.
Delegation of authority
The Board has implemented a formal delegation of authority that provides a framework for achieving our strategic priorities within compliance requirements, while also balancing the interests of our stakeholders, minimising and avoiding conflicts of interest, and practicing good corporate behaviour. The delegation of authority contributes to the effective exercise of authority and responsibility required for the optimal operation of the Scheme, promoting independent judgement and ensuring a balance of power. The delegation of authority is reviewed and updated whenever necessary to ensure relevance to operating requirements and alignment with the accountabilities and authorities of Scheme employees.