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					       TERMS OF REFERENCE OF THE SALGA PERFORMANCE
            MANAGEMENT & REMUNERATION PANEL




                         As of this date, these Terms of Reference replace all
Effective Implementation
                         existing ToR of the Panel, memorandums and directives
Date: 01 April 2009
                         relating to their provisions.

Scope:                                          SALGA Performance Management & Remuneration Panel

                                                To provide guidelines for the oversight of the Panel in
                                                the interest of good corporate governance and
Purpose:                                        compliance with relevant legislation and the fulfilment
                                                of performance management and remuneration
                                                responsibilities and obligations within SALGA.


Authorising Signature:                          Mr Xolile George: Chief Executive Officer: ___________



               Our Vision                                   Our Mission                         Our Values
  An association of municipalities that is at     To be consultative, informed, mandated,    Responsive; Innovative;
       the cutting edge of quality and          credible and accountable to our membership    Dynamic; Excellence
            sustainable services                        and provide value for money
                                TABLE OF CONTENTS


A. Introduction ............................................................. 2
1. Nature and Purpose of the Panel .................................... 2
2. Composition of the Panel ............................................. 2
3. Duties and Authorities ................................................. 4
4. Meetings and Proceedings ............................................ 6
5. Remuneration and Expenses of Panel Members ................... 8
6. Reporting and Disclosure Obligations ............................... 8
7. Conduct Regulating Panel Members ................................. 8
8. Access to and Revision of the Terms of Reference ............. 12
9. Annual Panel Performance Evaluation ............................ 12
10. Termination of Membership ...................................... 13
11. Delegation of Panel Functions ................................... 13
12. Remuneration Functions of the Chief Executive Officer ..... 13




Terms of Reference: SALGA’s Performance Management and Remuneration Panel   Page i
A.           INTRODUCTION
          i) The National Executive Committee (NEC) of SALGA has established a Performance Management and
             Remuneration Panel1 in the interests of good corporate governance, compliance with relevant
             legislation2, and the fulfilment of performance management and remuneration responsibilities and
             obligations.

         ii) The delegation of decision rights to the Panel must be in writing and reviewed annually.

1.           NATURE AND PURPOSE OF THE PANEL
1.1          The Panel is established and authorised by the National Executive Committee of SALGA as an advisory
             body, to review, guide and support SALGA in the proper application and strategic alignment of
             organisational performance management policy and procedures, remuneration philosophies, strategies
             and other related policies.

1.2          Whereas all decision-making powers with regard to performance management and remuneration
             ultimately vest in the National Executive Committee, the Panel is empowered to consider and make
             recommendations to the National Executive Committee on all matters relating to performance
             management and remuneration.

1.3          The Panel is responsible for promoting the consistent attraction and retention of staff; the improvement
             and assessment of performance; and the motivation and reward of SALGA staff.

1.4          The Panel is to provide oversight of targets, ensuring that these remain challenging and reflect SALGA‟s
             strategic objectives.

1.5          The Panel shall provide recommendations and suggestions on actions that must be taken to achieve
             agreed targets or to assist where deviations from targets are probable.

1.6          The Panel shall report on a half-yearly basis at a minimum to the National Executive Committee on the
             outcomes of the performance review, with a focus on progress against agreed targets, any major
             deviations and corrective action to be taken.

1.7          The Panel shall provide guidance around SALGA‟s remuneration policy and scales, together with
             SALGA‟s Annual Bonus Scheme, and ensure sound governance as to the manner in which these are
             implemented across SALGA.

1.8          The Panel will be supported by the SALGA Performance Management Unit in its advisory capacity
             regarding the implementation of the Performance Management System; the Policy and Procedures; and
             the remuneration policies and practices of SALGA.

2.           COMPOSITION OF THE PANEL
2.1          The Panel shall be comprised of at least ten (10) members, as specified below. This will ensure that:

               A quorum can be achieved at Panel meetings, and
               The substantial body of work to be done by the Panel can be completed successfully



1 In terms of regulation 30.21 of the Public Finance Management Act (PFMA), the accounting authority must establish procedures for quarterly reporting to the Executive
Authority in order to facilitate effective performance monitoring, evaluation and corrective action. King II states that: “All companies should have, at a minimum, audit and
remuneration committees. Industry specific issues will dictate the requirements for other committees” (p. 70)(King II is applicable to SALGA).
2 Including the Constitution of the Republic of South Africa, Section 169 (Act 108 of 1996); Constitution of SALGA; Organised Local Government Act, Section 2 (1) (Act 52
of 1997); White Paper on Local Government of 1998; Municipal Systems Act (Act 32 of 2000) and the Public Finance Management Act of 2003.

Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                                                                       Page 2
2.1.1 A Chairperson, who shall –

2.1.1.1 Be an independent professional outside the employ of SALGA.

2.1.1.2 Be knowledgeable of the status and requirements of the position.

2.1.1.3 Possess the necessary expertise and leadership qualities required to enhance the effectiveness of the
        Panel.

2.1.1.4 Be elected at the first sitting of the Panel.

2.1.2 At least six should be independent members –

2.1.2.1 This shall include members from the private sector who are specialists in remuneration and performance
        management matters as well as be knowledgeable of organisational development and change processes
        and/or the deeper functioning of and challenges facing local government.

2.1.2.2 Independent members are not to be employed by SALGA.

2.1.2.3 In order to be eligible for appointment, such person should not be disqualified from holding Public Office
        in terms of applicable legislation, nor should the person be benefiting or potentially stand to benefit from
        any other financial, contractual, political or personal connection to SALGA which is already in existence at
        the time of appointment.

2.1.2.4 The member shall be disqualified from continuing as a member should he or she subsequently acquire
        such an interest.

2.1.3 Four members of the National Executive Committee of SALGA, with these three members ideally
      including the National Chairperson of SALGA, a Chairperson of Working Group, a Provincial Chairperson
      and an Office Bearer.

2.2     The identity and positions of the members constituting the Panel, together with the Terms of Reference of
        the Panel, are to be disclosed in each of SALGA‟s Annual Reports.

2.3     Appointment Period and Renewal:

2.3.1 The constitution and term of office for members of the Panel will be for a period of three years, subject to
      annual review at the end of each financial year.

2.3.2 There will be an option for re-appointment of members to the Panel for a further term.

2.4     The Chief Executive Officer of SALGA, Chief of Operations and the Chief Financial Officer shall –

2.4.1 Attend Panel meetings in an ex-officio capacity; and

2.4.2 Be responsible for presenting any recommendations to the Panel.

2.5     The Panel shall be afforded full support and secretariat services by SALGA‟s Performance Management
        Unit.

2.6     The Panel will function independently of the management structures within SALGA, and will at all times
        endeavour to remain and preserve its objectivity.



Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                Page 3
3.      DUTIES AND AUTHORITIES
3.1     The Panel shall play a role in and make recommendations in respect of the following –

3.1.1 Individual scorecard validation;

3.1.2 Quarterly performance reviews/ appraisals;

3.1.3 Reporting on the performance review assessments;

3.1.4 Personal development planning;

3.1.5 Senior management remuneration;

3.1.6 Reviewing the remuneration policy; and

3.1.7 Assessment of legislative compliance.

3.2     In terms of individual scorecard validation, the Panel shall –

3.2.1 Meet at the beginning of the financial year to develop recommendations to the National Executive
      Committee regarding the scorecards of the Chief Executive Officer and his or her direct reports. The
      development of the scorecards shall be an interactive process and shall be derived from SALGA‟s
      strategy and its institutional scorecard. Scorecards shall be in alignment with the requirements of all
      relevant legislation.

3.3     In terms of quarterly performance reviews/appraisals, the Panel shall –

3.3.1 Reviewing the scorecards of the CEO and his direct reports at the beginning of the performance cycle;

3.3.2 Conduct evaluations of the CEO and his direct reports at the mid-year reviews; and

3.3.3 Conduct evaluations of the CEO and his direct reports at the final Meet Panel will only be responsible for.

3.4     Seek and gather any information it requires from the Chief Executive Officer and Executive Management.
        Such relevant information will include the evaluation by the Chief Executive Officer of the role of his or her
        direct reports in the achievement of organisational performance.

3.5     The Panel shall, in terms of performance review assessments –

3.5.1 Report and make recommendations to the National Executive Committee on the performance of the Chief
      Executive Officer and his or her direct reports,

3.5.2 The Chairperson of the Panel will report to the NEC, and

3.5.3 The CEO will make the decision regarding the treatment of sensitive information, with particular reference
      to secretariat services as provided by the Performance Management Unit.

3.6     In respect of personal development planning, the Panel shall –

3.6.1 Review and provide input and recommendations in respect of personal development planning for the
      Chief Executive Officer and his or her direct reports in the course of their work, taking into account the
      challenges and opportunities facing SALGA, and skills and expertise required to meet SALGA‟s strategic
      goals.

Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                 Page 4
3.7          In terms of senior management remuneration, the Panel shall –

3.7.1 Align performance-based remuneration/incentives with SALGA‟s strategic objectives.

3.7.2 Make recommendations to the National Executive Committee on the level of the merit increases and the
      performance bonus payments, commensurate with their individual contribution to the success and
      achievement of organisational goals.

3.7.3 Approve or decide the performance targets (based on recommendations of the Chief Executive Officer)
      upon which the payment of remuneration and the provision of other benefits are based, in respect of
      SALGA‟s Executive Management.

3.8          In respect of the SALGA‟s Remuneration Policy, the Panel shall –

3.8.1 Review and ensure the ongoing appropriateness and relevance of SALGA‟s Remuneration Policy, and
      make recommendations in relation thereto where appropriate.

3.8.2 Advice on the revision of remuneration scales from time to time (with input from other sources, as
      identified as necessary by the Panel, if required).

3.8.3 Provide quality assurance in respect of the Remuneration Policy and practice, with a primary emphasis
      on performance-based merit increases and bonuses.

3.8.4 Consider and approve incentive schemes proposed and recommended by the organisation‟s Executive
      Management.

3.9          In terms of assessing legislative compliance, the Panel shall –

3.9.1 Review any SALGA policy relating to performance management and remuneration where it is deemed
      necessary to do so, and make recommendations to the National Executive Committee, with a view to
      ensuring the ongoing appropriateness and relevance of SALGA‟s policies.

3.9.2 Assess the extent of SALGA‟s compliance with relevant legislation in relation to performance
      management and remuneration at both an organisational and individual level.

3.10         In respect of general functioning, the Panel shall –

3.10.1 Determine the administrative and financial resources required to function optimally, and make
       recommendations to the Chief Executive Officer and National Executive Committee in relation thereto.

3.10.2 Monitor the effectiveness of the performance management system.

3.10.3 Investigate any other matter it is empowered to by these Terms of Reference and report on and/or make
       recommendations pertaining to such other matters.

3.10.4 Determine and define the extent and content of all disclosures relating to performance assessments,
       remuneration levels and values in SALGA‟s Annual Report and the Budget, in compliance with SALGA‟s
       Performance Management System, Policy and Procedures; the Constitution of SALGA (as amended in
       April 2007), and any relevant legislation3.

3.10.5 Consider and recommend to the National Executive Committee of SALGA the allowance to be paid to
       each external member serving on the Panel.


3 Including the Public Finance Management Act; Organised Local Government Act; White Paper on Local Government and the Municipal Systems Act.

Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                                                       Page 5
3.11       Subject to SALGA‟s Supply Chain Management Policy:

3.11.1 Obtain and/or recommend appropriate external advice to assist the Panel in the performance of its duties.

3.11.2 Secure the services of external parties with relevant experience and expertise.

3.11.3 Invite such other persons to attend meetings or become members (in an ex-officio capacity) of the Panel.
       The cost of obtaining such advice or services shall be paid by SALGA within the limits authorised by the
       National Executive Committee from time to time.

3.11.4 The Panel shall be exclusively responsible for selecting, appointing and setting the Terms of Reference,
       including any fees payable to such consultants who advise or become members of the Panel.

3.12       In addition to the duties implied in the powers described above, the Panel shall have the following duties:

3.12.1 Consider and make recommendations to the National Executive Committee on the conditions of service
       applicable to SALGA employees.

3.12.2 Ensure that the termination of employment and the terms contained in performance agreements are fair
       and comply with the relevant legislation.

3.12.3 Ensure that poor performance is not rewarded.

3.12.4 Consider, note and recommend to the National Executive Committee for approval, any changes in benefit
       structures, changes in contributions, changes to benefit rules, or any other matters that require approval
       of the National Executive Committee, within its discretion.

3.12.5 Satisfy itself that all performance management and competency assessment processes have been
       applied thoroughly and in a fair and equitable manner.

3.12.6 Review and update the Terms of Reference of the Panel as required from time to time and submit
       amendments to the National Executive Committee for approval.

3.12.7 Evaluate the Panel‟s own performance on a regular basis4 with a view to ensuring compliance with its
       duties and responsibilities of these Terms of Reference, and for the purposes of recommending
       continuous improvements that can be made to ensure the efficient and effective functioning of the Panel.


4.         MEETINGS AND PROCEEDINGS
4.1        The Chairperson of the Panel will consult with the Chairperson of SALGA and the Chief Executive Officer
           in drawing up a year planner, to which the Panel will agree at the first meeting of the financial year.

4.2        The Panel shall meet, as per the schedule agreed to by the Panel, and at such other times as the
           Chairperson of the Panel deems necessary and/or if so requested by the Chief Executive Officer.

4.3        The Chairperson shall be appointed from one of the independent members of the Panel, as per clause
           2.1.1.

4.4        The Chairperson of the Panel shall not be entitled to chair the Panel when the Panel is deliberating on the
           matter of succession to its Chairpersonship.



4 Frequency to be determined by the Panel.

Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                   Page 6
4.5    The Chairperson of SALGA is only required to attend such meetings of the Panel when it is deliberating
       on performance and remuneration matters relating to the Chief Executive Officer of SALGA.

4.6    The quorum requirements for the Panel shall be three members of which two must be independent
       members and one must be a member of the National Executive Committee. A duly convened meeting of
       the Panel at which the quorum is present shall be competent to exercise all or any of the authorities,
       powers and discretions vested in or exercisable by the Panel.

4.7    The Chairperson of SALGA is required to attend the following meetings, as and when required, to
       address any issues relating to the work and proceedings of the Panel relating to the following –

4.7.1 Meetings pertaining to the SALGA Chairperson‟s responsibilities to present SALGA‟s Annual Report to
      the Auditor General;

4.7.2 Meetings pertaining to the SALGA Chairperson‟s responsibilities to present SALGA‟s Annual Report; the
      Strategic Plan; Budget; and Performance Assessment Reports to the National Executive Committee; and

4.7.3 Such meetings relating to the Parliamentary Oversight Committee, where necessary, where the latter is in
      contemplation of providing support to SALGA when SALGA is required to appear before such structures
      and/ or any other relevant bodies.

4.8    Notice of Meetings and Communications –

4.8.1 The Chairperson of the Panel will be responsible for convening meetings of the Panel.

4.8.2 The SALGA Performance Management Unit will, at the request of the Chairperson of the Panel, give
      notice of the Panel‟s meetings.

4.8.3 Notices of each meeting, which shall include details of the venue, time, date, the agenda, and any other
      relevant supporting documentation, shall be forwarded to each Panel member and any other persons
      required to attend, no later than five working days prior to the date of the meeting, unless otherwise
      agreed.

4.9    Minutes –

4.9.1 The Chairperson of the Panel will oversee the proper maintenance of minutes, copies of all reports and
      other relevant data that have been utilised by the Panel in reaching its decisions, including the
      communication of its decisions, through support from the Performance Management Unit.

4.9.2 The Performance Management Unit shall minute the proceedings and resolutions of all Panel meetings,
      including the names of all those in attendance.

4.9.3 Minutes of the Panel‟s meetings are to be circulated to all Panel members by no later than seven working
      days after each meeting of the Panel, unless otherwise agreed.

4.10   The Chairperson of the Panel will request the necessary support services required by the Panel from the
       Chief Executive Officer of SALGA. The Chief Executive Officer of SALGA will confer with the Chairperson
       of SALGA if necessary.




Terms of Reference: SALGA’s Performance Management and Remuneration Panel                          Page 7
5.           REMUNERATION AND EXPENSES OF PANEL MEMBERS
5.1          The members of the Panel shall be reimbursed for expenses reasonably and necessarily incurred in the
             performance of their duties5.

5.2          External members from outside National, Provincial and Local Government shall be remunerated for their
             services according to the Auditor General‟s rates and the applicable regulations and legislation as
             published from time to time.


6.           REPORTING AND DISCLOSURE OBLIGATIONS
6.1          The Chairperson of the Panel shall report formally to the National Executive Committee after each
             meeting, on all matters within the Panel‟s duties and responsibilities.

6.2          Reporting shall take place three times per annum and as and when required by the National Executive
             Committee. The Chairperson of the Panel will be required to attend the relevant National Executive
             Committee meetings, where he or she will be expected to respond to any questions from the National
             Executive Committee members on the Panel‟s activities or other matters associated with the Panel.

6.3          Additional reports may be sent to the National Executive Committee as and when deemed necessary by
             the Chairperson of the Panel.

6.4          The minutes and supporting schedules, together with information on matters dealt with by the Panel, will
             be available for examination by any member of the National Executive Committee upon authorisation by
             the Chief Executive Officer.

6.5          The Panel shall make recommendations to the National Executive Committee it deems to be appropriate,
             on any area within its remit where action or improvement is needed.

6.6          The Panel will be required to submit a statement in SALGA‟s Annual Report as to its progress and
             activities, which should include the processes used to arrive at its recommendations.


7.           CONDUCT REGULATING PANEL MEMBERS
7.1          General Conduct –

7.1.1 Panel members must:

7.1.1.1 Perform the functions of a member of the Panel in good faith, honesty and with due diligence.

7.1.1.2 Act in the best interest of SALGA and in a way that promotes the credibility and integrity of SALGA‟s
        performance management, reward and remuneration systems at all times.

7.1.1.3 Conduct themselves within the requirements of various statutory, common law and other requirements
        which regulate the ethical behaviour of board members and/or public officials. In the event of any doubt
        as to what may constitute ethical behaviour when not clarified by the law or any prevailing codes or
        practice, the Panel shall seek the advice of the Chairperson of SALGA. The Panel shall not be precluded
        from making any recommendations to the SALGA Chairperson in this regard.




5 This included traveling and parking expenses. The bookings of flights, car hire and accommodation will be made via the SALGA Travel Agency.

Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                                                       Page 8
7.2     Attendance at meetings:

7.2.1 Panel members shall give due priority to the attendance of Panel meetings. In case where such
      attendance is not possible, Panel members shall provide the Chairperson of the Panel with due notice
      and apology as soon as is reasonable.

7.3     Disclosure of interests:

7.3.1 Panel members shall –

7.3.1.1 Disclose any direct or indirect personal or private business interest that the member or his or her spouse,
        partner, close family member, friend or business associate may have in any matter connected with
        SALGA. Interest in this context shall include, but not be limited to, any relationship to the individual being
        reviewed by the Panel.

7.3.1.2 Withdraw from the proceedings of the Panel at which a matter is being considered in which the member
        has or may be perceived to have an interest, unless the Panel decides that the member‟s interest is trivial
        or irrelevant.

7.3.1.3 A Panel member, his or her spouse, partner, close family member, friend or business associate who has
        acquired or stands to acquire any direct benefit from a contract concluded with SALGA, shall disclose full
        particulars of the benefit or potential benefit at the first Panel meeting at which it is possible for the
        member to make the disclosure.
7.4     Personal gain:

7.4.1 No Panel member may use the position, privileges or confidential information obtained as a member, for
      private gain or to improperly benefit any another person.

7.4.2 Except with the prior consent of SALGA, a member may not–

7.4.2.1 Be a party to or beneficiary under a contract for–

      7.4.2.1.1    The provision of goods or services to SALGA; or

      7.4.2.1.2    The performance of any work to SALGA otherwise than as a Panel member; save where such
                   work has been properly obtained via SALGA‟s procurement systems and does not pose a
                   conflict of interests to the member‟s association with the Panel.

7.4.2.2 Obtain a financial interest in any business of SALGA; or

7.4.2.3 For a fee or other consideration, appear on behalf of any other person(s), whether natural or juristic,
        before the Panel.

7.4.3 If more than half of the members on the Panel object to consent being granted to a member in such
      circumstances, consent may only thereafter be given to the member with the express written approval of
      the National Executive Committee.

7.5     Rewards, gifts and favours:

7.5.1 A Panel member may not request, solicit or accept any reward, gift or favour for –

7.5.1.1 Scoring, voting, recommending or not scoring, voting or recommending on any matter before or to come
        before the Panel;


Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                 Page 9
7.5.1.2 Persuading the National Executive Committee, the Panel, any SALGA committee, employee or any other
        person, in regard to the exercise of or failure to exercise any powers, functions or duties.

7.5.1.3 Disclosing privileged or confidential information.

7.6     Unauthorised disclosure of information:

7.6.1 A member may not without the permission of the Panel or the National Executive Committee disclose any
      privileged or confidential information of SALGA or the Panel to any unauthorised person.

7.6.2 Without derogating from the right of any person to have access to information in terms of National
      legislation, „privileged or confidential information‟ shall, for the purposes of this item, include –

7.6.2.1 Any information determined by the National Executive Committee or the Panel to be privileged and/or
        confidential;

7.6.2.2 Discussed in closed session by the National Executive Committee or the Panel;

7.6.2.3 Information, the disclosure of which would violate a person‟s right to privacy; or

7.6.2.4 Information declared to be privileged, confidential or secret in terms of law.

7.7     Intervention in administration:

7.7.1 A Panel member may not, except as provided by law or otherwise authorised by the National Executive
      Committee –

7.7.1.1 Interfere in the management or administration of any department or structure of SALGA;

7.7.1.2 Give or purport to give any instruction to any employee of SALGA;

7.7.1.3 Obstruct or attempt to thwart the implementation of any decision of SALGA, a committee or employee of
        the organisation.

7.7.1.4 Encourage or participate in any conduct that would cause or otherwise contribute to maladministration in
        SALGA.

7.7.2 A Panel member may not use, take, acquire or benefit from any property or asset owned, controlled or
      managed by SALGA to which that Panel member has no right.

7.8     Breaches of Standards of Conduct

7.8.1 If the National Executive Committee of SALGA finds that a member has breached any provision of these
      Terms of Reference, then, without derogating from any other rights of recourse SALGA may have against
      the Panel member, the National Executive Committee may, within its sole discretion, instruct the
      Chairperson of SALGA to–

7.8.1.1 Issue a formal warning to the Panel member

7.8.1.2 Remove the Panel member from the Panel




Terms of Reference: SALGA’s Performance Management and Remuneration Panel                            Page 10
7.9        Undue influence:

7.9.1 A Panel member may not –

7.9.1.1 Unduly influence or attempt to influence the leadership of SALGA, any structure or functionary of the
        organisation, or member of the National Executive Committee, with a view to obtaining any favour that
        may include appointment, promotion, privileged, advantage or benefit of for a family member, friend or
        associate.

7.9.1.2 Mislead or attempt to mislead the organisation, structure or functionary of SALGA, in its consideration of
        any matter, or be involved in a business venture with a manager whose remuneration is being reviewed
        by the Panel, without the prior written consent of the National Executive Committee.

7.10       Dispute resolution:

7.10.1.1     The Panel shall initiate a process that is to promptly determine a procedure/process for resolving
             disputes and the process contemplated to resolve disputes should, as far as reasonably possible,
             involve a sub-committee of no more than three members –

7.10.2 Disputes involving the Chief Executive Officer will be resolved as per the provisions of the Chief
      Executive Officer‟s signed contract of employment and performance agreement –

7.10.3       Where required, the Chairperson of SALGA may request assistance from the Panel in dealing with
             disputes relating to the performance of the Chief Executive Officer –

7.10.3.1     The procedure/ process determined to deal with the dispute of the Chief Executive Officer, shall at
             least involve the Chief Executive Officer as the grievant being entitled to state his or her case orally or
             in writing, as determined by the Panel Chairperson of SALGA.

7.10.3.2      The sub-committee will record its decision in writing within one week of the declaration of the dispute.

7.10.3.3      The Chairperson of SALGA will make its determination on the matter within one week of receiving the
              sub-committee‟s decision.

7.10.3.4      The Chairperson of SALGA‟s decision will be final.

7.10.3.5      If the Chief Executive Officer‟s dispute is still not resolved to his or her satisfaction, he or she will be
              entitled to any external recourse available to him or her to formally declare and refer a dispute via, for
              example –

       7.10.3.5.1 Private arbitration if the Chief Executive Officer‟s contract of employment so provides, or the
                  parties agree thereto; or

       7.10.3.5.2 Any other forum that he or she is entitled in law to have recourse to.

7.10.4 Individual disputes by the Chief Executive Officer‟s direct reports will be resolved as per the provisions
      of their signed contract of employment and performance agreement –

7.10.4.1      Where required, the Chief Executive Officer may request assistance from the Panel in dealing with
              disputes relating to the performance of his direct reports.




Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                     Page 11
7.10.4.2      The Panel and the direct report of the Chief Executive Officer, who has raised the dispute, will confer
              with a view to determining the appropriate method of resolving the dispute and make a
              recommendation thereon to the appointed sub-committee.

7.10.4.3      Where the Panel and the disputing direct report of the Chief Executive Officer are unable to reach an
              agreement, each shall make their respective submission to the said sub-committee.

7.10.4.4      The sub-committee will make an appropriate finding after considering all facts, circumstances and
              recommendations submitted to it.

7.10.4.5      The sub-committee will make a recommendation to the Chairperson of SALGA within one week of
              receipt, and the Chairperson‟s decision in this matter will be final.

7.10.4.6       Where required, the CEO of SALGA may request assistance from the Panel in dealing with disputes
               relating to the performance of his direct reports
7.10.5        Individual disputes by subordinates of the Chief Executive Officer‟s direct reports of the will be
               resolved as per the provisions of their signed contract of employment and performance agreement–

7.10.5.1       The dispute will be referred by the subordinates of the Chief Executive Officer‟s direct reports to the
               Chief Executive.

7.10.5.2       The sub-committee dealing with disputes shall promptly determine a process for resolving the issue,
               which shall at least involve the affected employee as the grievant being entitled to state his or her
               case orally and in writing.

7.10.5.3       The sub-committee will deal with the matter and record its decision in writing within two weeks of the
               declaration of the dispute.

7.10.5.4       The sub-committee‟s decision will be final.

7.10.5.5       If the affected employee‟s dispute is still not resolved to his or her satisfaction, he or she is entitled in
               law to any recourse available to him or her; to formally declare and refer a dispute externally –

7.10.5.6         E.g. Via private arbitration if contract of employment incorporates it, or

7.10.5.7         Any other forum that he or she is entitled in law to have recourse to.


8.         ACCESS TO AND REVISION OF THE TERMS OF REFERENCE
8.1        The Panel‟s Terms of Reference will be available, upon request, to all members of the National Executive
           Committee, management and other interested parties, as appropriate.

8.2        The Panel‟s Terms of Reference shall be reviewed on an annual basis, and revised as necessary.


9.         ANNUAL PANEL PERFORMANCE EVALUATION
9.1        The Panel‟s role in the evaluation of the performance of the SALGA CEO precludes the latter party from
           assessing the Panel‟s performance.

9.2        Such evaluation should be performed via either self-assessment tools or by an independent party.



Terms of Reference: SALGA’s Performance Management and Remuneration Panel                                       Page 12
10.    TERMINATION OF MEMBERSHIP
10.1   Membership on the Panel terminates –

10.1.1 Immediately upon a Panel Member being held, in the sole discretion of the National Executive
       Committee, to have brought SALGA and/or the Panel into disrepute.

10.1.2 Immediately upon the Panel Member being found to have been absent from meetings without good
       cause.

10.1.3 When the National Executive Committee deems it appropriate to disband the Panel or to terminate the
       membership of any or all of the Panel Members for any reason deemed appropriate, which shall be on
       two weeks‟ notice to the affected Panel Member[s].

10.1.4 When a Panel Member‟s contract is terminated, lapses or the member‟s appointment is not otherwise
       renewed.

10.1.5 Membership on the Panel may be terminated by a member giving three calendar months notice in writing.
       Such notice shall be provided to the National Executive Committee, via the Chairperson of the Panel.

10.1.6 In the event of the termination of a Panel Member‟s membership, the Panel may make recommendations
       on the nomination[s] of an alternate Panel Member, which nomination[s] shall be reduced to writing and
       submitted to the National Executive Committee for determination.

10.1.7 As soon as a Panel member‟s termination becomes known, the Chairperson of the Panel is to
       recommend a replacement to the National Executive Committee, or obtain a mandate to appoint a
       replacement from the Chairperson from SALGA.


11.    DELEGATION OF PANEL FUNCTIONS
11.1   Should the Panel delegate any of its powers, the Chief Executive Officer will, for all intents and purposes,
       as far as reasonably possible and within the contextual constraints, perform the duties of the Panel for all
       other levels of the organisation that do not form part of Executive Management or direct reports of the
       Chief Executive Officer – i.e. reporting levels three and below.

11.2   Any remuneration issues can however be referred to the Panel by the Chief Executive Officer.


12.    REMUNERATION FUNCTIONS OF THE CHIEF EXECUTIVE OFFICER
12.1   The Chief Executive Officer will perform the duties of the Panel, read with the appropriate contextual
       changes, for all other levels of the organisation that do not form part of the Executive Management or
       direct reports of the Chief Executive Officer, being reporting levels three and below.

12.2   Notwithstanding the provision of 12.1 above, these are still required to accord with the overall policy
       approvals made by the Panel.

12.3   Any remuneration issues can, however, at any time be referred to the Panel by the Chief Executive
       Officer.




Terms of Reference: SALGA’s Performance Management and Remuneration Panel                               Page 13

				
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