The Directors of Intersite Asset Investments regard corporate governance as vitally
important to the success of the business and are committed to applying the principles
necessary to ensure that good governance is practised and that the Company remains
a sustainable and viable business. Intersite subscribes to the principles of corporate
governance as contained in the King Code of Governance for South Africa 2009 (King
III) and the Protocol on Corporate Governance in the Public Sector (2002) in so
far as they apply to it.
Intersite is a subsidiary of the Passenger Rail Agency of South Africa (PRASA),
formerly known as the South African Rail Commuter Corporation (SARCC), which is
listed as a Schedule 3B Public Entity in terms of the Public Finance Management
Act. PRASA came into being as a result of the Amendment to the Legal Succession
to the South Africa Transport Services Act of 2009.
Intersite is incorporated in South Africa under the provisions of the Companies
Act, 1973, as amended.
Intersite is wholly owned by PRASA. The shareholder representative is the Chairman
of the Board of Control of PRASA.
Board and directors
Intersite has a unitary board with a majority of independent non-executive directors.
The Board provides strategic direction to the organisation. Non-executive directors
are required to devote sufficient time to the affairs of the company. The board
believes that as long as non-executive directors remain independent of management
and are of the right calibre and integrity, they can perform the required function
of overseeing the company’s interests. The Board is chaired by Mr L Montana, a non-executive
director who is a Group CEO of PRASA, the Shareholder.
The Board consists of eight non-executive directors. The Board Composition is as
All the directors are appointed by the Shareholder and are drawn from diverse backgrounds
and as a result this action brings a wide range of experience and professional acumen
to the Board and the company as a whole. The directors are appointed for a period
of three years and are eligible for re-appointment for one term.
Delegation of Authority
The Board’s responsibilities are facilitated by a governance structure through various
duly constituted Board Committees, including the Executive Committee and a definitive
delegation of authority framework. The latter assists and underpins in decision
making without diluting the relevant accountability and responsibility of the Directors.
The Board has specifically reserved matters for its decision and has delegated certain
of its functions to the CEO. The Board is free to alter the matters reserved for
its decision, subject to limitations as imposed by the law. The CEO remains accountable
to the Board for the delegated authority and for the performance of the organisation.
The CEO reports regularly in a spirit of trust and openness on progress being made
by the business to the board.
Chairman and Chief Executive Officer
The responsibility for running the Board and Executive responsibility for managing
the business of the company are separate. The Chairman is responsible for leading
the Board, ensuring its effectiveness and ensuring constructive and conducive relations
between Management and Directors and vice versa. The Chairman speaks and acts for
the Board and represents the Board to the Shareholder. The Chief Executive Officer
provides leadership to the Executives in managing the organisation and co-ordinates
proposals developed by the Executive Committee for consideration and ratification
by the Board.
The general powers of the Directors are set out in the Memorandum and Articles of
Association. The main responsibilities of the Board as set out in the Board Charter
are to provide strategic direction and leadership, monitor and review the performance
and effectiveness of the Board Committees, approve and monitor compliance with business
plans, financial plans and budgets, ensure good corporate governance, ethical business
practice and compliance with legal and regulatory requirements for the company and
the property portfolios, monitor and review performance and effectiveness of internal
controls, among others.
The Board has established three sub-committees, namely Audit and Risk, Finance,
Capital, Investment and Procurement, and Human Resources and Remuneration, to assist
it in discharging its responsibilities, including monitoring the performance of
the organisation. The Committees play an important role in promoting and enhancing
good corporate governance and improving internal controls. Their recommendations
and reports to the Board ensure transparency and full disclosure of all the Committees’
activities and relevant resolutions. Each Committee operates within the Board approved
charters which define the composition, role, responsibilities and delegated authority
of the Committee. All Committees comprise a majority of independent non-executive
directors and are chaired by non-executive directors. The Company Secretariat provides
secretarial services to each of these Committees.
Company Secretarial function
Directors have unrestricted access to the advice and services of the Company Secretary
and those of the Secretariat sub-unit. The Company Secretary is a central source
of information and advice to the Board and within the organisation on matters of
The Company Secretary ensures proper administration and proceedings of the Board
in accordance with relevant legislation and monitors compliance with the Companies
Act and King III and reports to the Board on these issues.
Internal Audit strengthens corporate governance by performing an independent evaluation
of the adequacy and effectiveness of the operation’s controls, financial reporting
and information systems in order to provide reasonable assurance, to all stakeholders
of their effectiveness and to also evaluate the company’s adherence to good corporate
governance and risk management.
Intersite is committed to the highest ethical standards and expects all its stakeholders
to act in accordance with the highest levels of personal and professional integrity
in all aspects of their occupation and activity. Intersite subscribes to a written
Code of Ethics.