Corporate Governance

Civil Aviation Authority of Botswana > Corporate Governance

Overview

The Authority subscribes to and promotes best practice principles of corporate governance. The Civil Aviation Act, the Board Charter, Sub-Committee Terms of Reference, Kings Codes on Corporate Governance, currently King IV and other applicable legislation, govern the affairs of the Board.

The Board furthermore ensures that the Board Members individually, Management and staff subscribe to and implement adopted principles of good Corporate Governance and best practices. To achieve this, the Board aims to ensure that:

the Authority’s affairs are administered in conformance with adopted code(s) of good Corporate Governance;
A culture of fairness, transparency and accountability is promoted throughout the Authority’s activities and personnel;
all Directors are periodically familiarized with, understand and subscribe to adopted principles of Corporate Governance, through continuous training and development;

The Role of The Board

The role of the Board is to set and monitor the strategic functioning of the Authority as well as mobilising and allocating resources of the Agency. The Board shall also effectively represent, promote, protect and nurture the best interests of the shareholder as well as recognize the interests of other stakeholders with a view to maintaining and adding long-term value to the Authority to enable it to achieve the Authority’s corporate objectives, in force from time to time.

The Board shall be responsible for ensuring existence and implementation of sound and effective internal control systems, risk management, and ensuring true and fair presentation of the Authority’s affairs in the financial statements. The Board shall direct and supervise the management of the Authority’s activities, assets and affairs including:

Establishing the Authority’s Policies and ensuring that Management is proactively seeking to build and promote the Authority’s customer focus, innovation, initiative, technology, new services/activities and its human capital; and,

Ensuring that the Authority’s goals are clearly established, and that strategies are in place for achieving them.

Structure

The Civil Aviation Authority of Botswana Act at section 25 provides “The Board may, for the purpose of performing the functions of the Authority, establish such committees as it considers appropriate and may delegate to any such committee such of its functions as it considers necessary.” “The Board may appoint such number of persons, either from among the Members of the Board or not or from both, as it considers appropriate, to be members of such committees and such persons shall hold office for such period as the Board may determine.”

In this regard the Board has established the following Committees:

Board Finance, Audit and Risk Committee,
Board Human Capital and Remuneration Committee,
Board Technical Services/Customer Services Committee, and
Board Tender Committee.

Quick Facts

CAAB plays an important role with regard to supporting tourism, which is one of Botswana’s key industry sectors.

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Sub-Committees Terms of Reference

Finance, Audit and Risk Committee

Finance, Audit and Risk Committee

Review of systems established to ensure compliance with policies, procedures, budgets, plans, procedures, laws and regulations, which may have significant impact on operations and reports.
Recommendation of appointment of external auditors
Approving the external audit plan and external audit fees
Reviewing significant matters reported by the external auditor, including reports on weaknesses in internal controls and recommendations for improvement.
Reviewing quarterly management accounts.
Reviewing draft annual financial statements, auditors’ opinion, and management letter before recommendation to the Board for approval
Evaluating the external auditors’ independence.
Reviewing the Authority’s annual revenue and expenditure budget (capital and recurrent) prior to submission to the full Board for consideration and approval.
The Finance, Audit and Risk Committee is charged with monitoring risk processes and controls, and overseeing the governance processes, which includes identification of any violations of ethical conduct.
Evaluating the performance of internal audit, reviewing and approving Internal Audit plans and budget.
Recommending the appointment of External Auditors and, where necessary the reappointment of the External Auditors. The External Auditors report directly to the Committee.

Human Capital and Remuneration Committee

Human Capital and Remuneration Committee

To ensure that the Authority recruits suitably qualified and experienced staff at Executive and Senior Management levels.
To ensure that the Agency’s employees are appropriately and fairly rewarded for their individual performance and contribution to the Authority’s overall performance..
To review and recommend to the Board, appropriate organisational structure, General Conditions of Service and other related HR policies.

Board Tender Committee

Board Tender Committee

To ensure that Tender Rules and Regulations are properly complied with.
To approve and authorize Tenders in excess of BWP 5, 000,000.00 (inclusive of Value Added Tax), and accordance with the Tender Rules and Regulations.
To ensure that where local preference is granted, the nature and extent of such preference is clearly indicated in the Tender documentation.
To ensure that high quality standards are maintained in the award of Tenders.
To consider and approve any variations to the scope and conditions of contracts or service agreements previously approved by the Board Tender Committee including extensions, assignment and subletting.

Board Technical Services/Customer Services Committee

Board Technical Services/Customer Services Committee

To oversee the Aviation Regulatory and Aviation Services Provider matters.
To ensure compliance with ICAO Aviation Safety Standards
To oversee effective implementation of ICAO Standards and Recommended Practices
To ensure the proper oversight and surveillance of the aviation industry

Key Duties of Key Governance Individuals as Per the Act and CAAB Board Charter

CHAIRPERSON

The Chairperson plays an important role as the main liaison between the Board and the Government. The Board Charter further stipulates that the Chairman shall:

Provide leadership to the Board in planning and direction;
Be responsible for representation of the Board to the shareholder;
Be responsible for ensuring the integrity and effectiveness of the governance process of the Board;
Be responsible for monitoring and evaluating the performance of the CEO through a Performance Appraisal System;
Chair Board Meetings and act as facilitator at such Meetings to ensure that no Board Member, dominates discussion; that appropriate discussion takes place and that a relevant opinion among members is forthcoming. The Chairman shall ensure that discussion results in logical and understandable outcomes;
Communicate with fellow Board Members for consultations in between Board Meetings
Be available for the Chief Executive Officer between Board Meetings to provide counsel and advice;
Maintain a regular dialogue with the Chief Executive in respect of all material matters affecting the Authority and to consult with the other Board Members promptly when considered appropriate.

CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall be appointed by the Minister of Transport and Communications on the recommendation of the Board of Directors.
The Chief Executive Officer is accountable to the Board of Directors, and responsible for the day-to-day management and administration of the Authority. The role of the Chief Executive Officer includes:
recommending or appointing the executive team and ensuring proper succession planning and performance appraisals
developing the Authority’s strategy for Board consideration and approval;
developing and recommending to the Board annual business plans and budgets that support the Authority’s long-term strategy;
organizing the structure of the Authority necessary to achieve the strategic plan;
ensuring that the Authority complies with all relevant laws and regulations;
setting the tone from the top in providing ethical leadership and creating ethical environment in the Authority; and
exercising such powers as are delegated, and performance such functions and duties as are assigned to him or her by the Board

COMPANY SECRETARY

A Company Secretary is appointed by the Board to assist in the performance of Board functions. The Company Secretary is accountable to the Board and reports administratively to the Chief Executive Officer. The functions of the Company Secretary include, but are not limited to:

Organizing and recording the activities of the Board and Committee Meetings;
Ensuring that the Authority complies with its governing legislation or by-laws;
Keeping and maintaining all the Authority’s corporate and historical records;
Keeping a record of all legal transaction of the Authority;
Reviewing and keeping up-to-date developments in Corporate Governance and;
Promoting strong Corporate Governance Practices throughout the Authority;
Advising and assisting individual Board Members with respect to their duties and responsibilities;
Facilitating the orientation and on-going training of Board Members;
Administering the Authority’s Code of Conduct and Ethics; and,

Advising the Chairperson on any matter where conflict of interest, potential or real, might occur between the Board and the Chief Executive Officer.