Governance

The DBSA was established in 1983 to perform a broad economic development function within the homeland constitutional dispensation that prevailed at the time. In 1994, the new resulted in the transformation of the role and function of the DBSA.

In 1997 the DBSA was reconstituted in terms of the Development Bank of Southern Africa Act, as a development finance institution (DFI). Its primary purpose is to promote economic development and growth, human resource development and institutional capacity building by mobilising financial and other resources from the national and international private and public sectors for sustainable development projects and programmes in South Africa and the wider African continent (“the region”).

Its regulations provide for a sharp focus on infrastructure development, especially in South Africa, where it is located in a development finance system in which various DFI’s have been given specific areas of focus to limit duplication and unnecessary overlaps.

The constitution and conduct of the DBSA Board of Directors are primarily governed by the DBSA Act (No 13 of 1997) and further regulated by the Public Finance Management Act (PFMA) and the principles of the King IV Report.

Governance Principle

The DBSA applies sound corporate governance structures and processes, which the Board considers pivotal to delivering sustainable growth in the interests of all stakeholders.

The DBSA’s values-driven culture and Code of Ethics underpin its governance structures and processes, committing the organisation to high standards of business integrity and ethics in all its activities. Governance structures and processes are reviewed regularly and adapted to accommodate internal developments and reflect national best practice. The Board considers corporate governance to be a priority and endeavours to go beyond minimum compliance, where appropriate. The Board will therefore consider all new non-statutory corporate governance concepts carefully and will implement them if they are deemed to be in the DBSA’s best interests.

The application of governance requirements should facilitate, not detract from, the Directors’ ability to execute their statutory and fiduciary responsibilities, and their duty of care and skill. The Board, the Nomination Committee (NOMCO) and Social and Ethics Committee (SEC) continue to review and benchmark all governance structures and processes to ensure they support effective and ethical leadership, good corporate citizenship and sustainability.

Board charter

The DBSA Board is governed by a Board Charter which outlines the principal provisions of the DBSA Act, the fiduciary responsibilities of directors, the relationship with executive management, and matters of policy that the shareholder and the Board ought to follow in order to ensure good corporate governance. The role of the Board, as defined by the Board Charter, can be summarised as follows:

• Shall ensure that the Bank achieves the mandate of the organisation as defined by the Shareholder through the Bank’s founding statute (the DBSA Act).
• Has a responsibility to the broader stakeholders, which includes the present and potential beneficiaries of DBSA products and services, clients, lenders and employees, to achieve continuing prosperity for the Bank.
• Exercise leadership, enterprise, integrity and judgement in directing the Board to achieve continuing prosperity and to act in the best interests of the Bank while respecting the principles of transparency and accountability.
• Provide strategic guidance to management in the formulation and review of corporate strategy and shall approve, major plans of action, governance policies, appropriate procurement and provisioning systems, annual budgets and business plans.
• Ensure that the technology and systems used in the Bank are adequate to run the business properly for it to compete through the efficient use of its assets, processes and human resources.
• Ensure that the Shareholder’s performance objectives are achieved and that the same can be measured in terms of performance of the DBSA Board. In this regard, the Board shall annually conclude a Shareholder Compact as required in terms of the Public Finance Management Act (PFMA) to document key performance areas.
• The Board members shall develop and put in place a Code of Ethics outlining the values, ethics, and beliefs that guide the behaviour of DBSA Board and define the ethical standards applicable to it and to all who deal with it.
• Board members shall monitor the social responsibilities of the DBSA Board and promulgate policies consistent with the Bank’s legitimate interests and good business practices.

Ethics management and fraud prevention

Bank acknowledges that in today’s business environment, fraud is prevalent and all business organisations are susceptible to the risk of fraud. In this regard a Fraud Prevention Plan is updated annually which sets out and reinforces the Bank’s policy of zero tolerance towards fraud and Management’s commitment to combating all forms of fraud inherent in the Bank’s operations.