CALL FOR EXPRESSIONS OF INTEREST TO SERVE AS BOARD MEMBER AND AUDIT AND RISK COMMITTEE CHAIRPERSON OF THE AIDS FOUNDATION OF SOUTH AFRICA, NPC (RF)
The AIDS Foundation South Africa (AFSA) seeks to appoint a Non-Executive Director to serve on the AFSA Board as well as be the Chairperson of the Audit and Risk Sub- Committee.
AFSA was founded and registered by Cape Town-based AIDS activists in 1988, with the aim of creating a legal entity and mechanism for raising and distributing funds to support the HIV and AIDS education and care projects. Today AFSA is headquartered in Durban and is a development organisation that exists to support local, national and regional efforts to reduce new HIV, STI and TB infections, address the social and structural drivers of HIV, remove the barriers to the realisation of sexual and reproductive health rights (SRHR), and build resilient communities.
AFSA has strategically positioned itself to work in partnership with CBOs and NGOs because of their access and close proximity to vulnerable communities and target populations. Through its practice of partnering with, and capacitating, local organizations AFSA has succeeded in extending the reach of good quality programmes and interventions into hard-to-reach, marginalised, and remote communities. While extending reach is a key objective, developing local capacity to manage, implement, monitor and evaluate local programming is equally important. This approach has empowered communities to be participants and agents of their own development and change.
AFSA currently manages and implements programs funded by the Global Fund, the Swedish International Development Cooperation Agency, the Department of Cooperative Governance, FHI 360, ELMA Philanthropies, ViiV Healthcare, the KZN Department of Social Development, Bread for the World (Germany) and the National Department of Social Development.
Duties of Directors
- All persons expressing interest to serve on the board of directors must provide written confirmation that they are not disqualified and/or ineligible to serve as a director in terms of the Companies Act 2008, as amended and/or the Memorandum of Incorporation the company.
- The appointed person to serve on the board of directors must give written consent to be registered with the Companies and Intellectual Property Commission (CIPC) and by completing and signing the requisite forms.
- Directors of the company are required to comply with the company’s Memorandum of Incorporation, governance policies, and all relevant statutory regulations and requirements. The chairperson and company secretary shall ensure that each new director is inducted accordingly and shall introduce the director to the company’s business operations and its environment, stakeholders, as well as to his/her rights, duties and responsibilities as a director.
- Directors will exercise the powers and perform the functions of a director in good faith and for a proper purpose, in the best interests of the company, and with a degree of care, skill and diligence.
- Directors must avoid conflicts of interest by filing an annual conflict of declaration form and inform AFSA if there are any changes during the year. The board of directors are expected to declare any conflict of interest during meetings, and this shall be recorded in the minutes of the meeting.
- Each director must ensure that any action and/or inaction of any director in connection with the activities of the company cannot be regarded as ‘reckless’ or ‘negligent’ or ‘fraudulent’.
- Directors must take reasonably diligent steps to become informed about a particular matter that is placed before a meeting of the board. The Chairperson, Company Secretary, or Chief Executive Officer will ensure that information packs and reports are circulated to Directors well in advance of meetings.
- The company’s and board’s effectiveness can benefit from outside contacts and strategic networks. An important function for a non-executive director is to help connect the company and board with networks of potentially beneficial for AFSA operational requirements.
Audit and Risk Committee
The Audit and Risk Committee (“ARCO”) is an independent and objective assurance and consulting activity that is guided by a philosophy of adding value to improve the operations of the Aids Foundation. The ARCO will work towards fulfilling the Aids Foundation mandate. Every decision the ARCO makes will be in the best interest of Aids Foundation and the country at large. The ARCO will aim to ensure that Aids Foundation assets are protected and that all decisions are backed by effective and transparent governance and accounting principles. In addition, the Committee has an implicit responsibility to consider the maintenance of the prescribed standards of corporate governance and ethics within the Aids Foundation and may be expected to offer guidance on any potential conflicts of interest.
The responsibilities of the ARCO are dealt with under the following areas:
- Annual (Integrated) Report and Financial Statements
- Internal Control and Internal Audit
- The External Audit
- Risk Management and Anti-Fraud and Corruption
- ICT Governance
- Other duties as may be delegated by the board or its committees.
Frequency of Meetings:
- The meetings for both committees and board are held quarterly. These usually take place on a Friday.
- Committee meetings also take place quarterly, one week prior to the board meeting.
- Annual General Meeting is held in September of every year.
- Special meetings may be held as and when a need arises.
Sessions and Workshops for Strategic Plan Review and Risk Assessment and others would be arranged as and when required.
Suitably qualified and experienced candidates are invited to submit Expressions of Interest, including a copy of their Curriculum Vitae, to the Chairperson of the Board of Directors, Dr Thandi Ndlovu: [email protected] before the close of business on the 30th of August 2022. Shortlisted candidates shall be invited to an interview and the preferred candidate shall be required to consent to an integrity check prior to appointment.