Management

L11
Management

11.	MANAGEMENT
11.1	The Board
	11.1.1	The FUND is controlled and managed by a BOARD which itself or through its duly authorised assignees performs all acts for and on behalf of the FUND.
	11.1.2	The BOARD consists of four persons called BOARD MEMBERS. The MEMBER’s of the FUND shall elect delegates from their ranks to attend the Annual General Meeting of the Fund. At this meeting, the delegates will elect four trustees from their ranks and in accordance with the following: (a) one (1) trustee from and representing AHBESA; (b) one (1) trustee from and representing EOHCB; (c) two (2) trustees from and representing UASA.
11.2	Term of Office
	11.2.1	A BOARD MEMBER, other than an initial BOARD MEMBER or one who fills a casual vacancy, holds office for three years, after which he/she must retire. Any BOARD MEMBER’s term of office also ceases -
		(a) if he/she dies or resigns by giving written notice to the other BOARD MEMBERS; or (b) if he/she becomes incompetent to be a director of a company in terms of the Companies Act, 1973; or (c) if he/she is removed from office in terms of the following sub-RULE.
	11.2.2	Any BOARD MEMBER who, in the opinion of the BOARD, is guilty of misconduct or neglecting his/her duties can by a resolution of the BOARD, taken with a two-thirds majority of votes, be removed from his/her office as BOARD MEMBER after he/she has had a chance to state his/her case.
	11.2.3	If the term of office of a BOARD MEMBER is terminated for a reason other than retirement, the BOARD MEMBER appointed to fill the casual vacancy serves in the former's place until he/she would have retired.
	11.2.4	A retired BOARD MEMBER may be re-appointed if he/she is willing and otherwise competent to hold office.
	11.2.5	If, owing to extraordinary circumstances, a general appointment of new BOARD MEMBERS cannot be finalised before expiry of the normal three years term of office, the term of office of the retiring BOARD MEMBERS is extended until that general appointment is finalised.
11.3	Alternates
	11.3.1	The MEMBER’s may appoint one or more persons to act as alternates in the place of BOARD MEMBERS appointed by it during their absence or inability to act as BOARD MEMBERS.
	11.3.2	A person may act as alternate for one BOARD MEMBER only at a time. And only one person may act as alternate for a BOARD MEMBER at a time.
	11.3.3	While acting as such, an alternate is subject to all the terms and conditions that apply to BOARD MEMBERS. And the alternate must exercise and discharge all the duties and functions of the BOARD MEMBER in whose place he/she is acting.
	11.3.4	An alternate ceases being an alternate at the next general appointment and election of new BOARD MEMBERS. And the same rules regarding resignation and removal from office and disqualification to serve that apply to BOARD MEMBERS, apply to alternates.
11.4	Power and Duties of the Board
	11.4.1	The BOARD must carry out the objects of the FUND. In doing so the BOARD must direct, control and oversee the operations of the FUND in accordance with the RULES, the ACT and other applicable laws.
	11.4.2	(a) in the name of the FUND to institute, conduct, defend, compound, settle or abandon any legal proceedings by or against the FUND; and (b) to delegate any of its powers and duties to any institution or person including a committee of BOARD MEMBERS as far as the law permits; and (c) to effect policies with one or more INSURERS for the purpose of insuring the benefits payable in terms of these RULES and to maintain existing policies for as long as it may deem fit; and (d) generally to do whatever, in its opinion, is conducive to attaining the objects of the FUND.
	11.4.3	The BOARD must obtain the benefits of the FUND by applying the contributions payable to the FUND in terms of the RULES under policies of insurance effected by the BOARD, in the name of the FUND, with one or more REGISTERED INSURERS as determined from time to time by the BOARD in consultation with the PRINCIPAL EMPLOYER.
	11.4.4	Apart from the duties assigned to the BOARD elsewhere in the RULES, the BOARD must perform the duties assigned to it in the ACT.
11.5	Procedures of the Board
	11.5.1	The BOARD MEMBERS must elect by majority vote one of the BOARD MEMBERS to act as chairman of the BOARD. If the chairman of the BOARD is absent from any meeting of the BOARD, the BOARD MEMBERS present must elect a chairman for that meeting from their number. If a majority decision cannot be reached regarding the election of the chairman of the BOARD or of a meeting, the election must be decided by a toss of the coin.
	11.5.2	The BOARD may lay down regulations with regard to the procedures of the BOARD which may not be inconsistent with the RULES.
	11.5.3	Proper notice of at least 15 days of an ordinary meeting of the BOARD must be given to each BOARD MEMBER.
	11.5.4	A quorum consisting of four BOARD MEMBERS is required for concluding business.
	11.5.5	At a meeting of the BOARD all resolutions, except a resolution to remove a BOARD MEMBER from office, must be decided by majority vote. If a majority vote in respect of a specific matter cannot be obtained a new meeting must be called. If the voting is again equal the matter must be referred to a person deemed by the BOARD to be an expert on the matter. The person so appointed operates as an expert and not as an arbitrator. He/she has full discretion regarding the procedure to be followed to arrive at a decision. Before having to make a decision, he/she may act in the role of a conciliator, mediator or advisory arbitrator towards the BOARD MEMBERS for them to reach a majority resolution. Any decision taken by him/her on the matter is final and binding. If a majority decision cannot be reached regarding the appointment of such an expert, the appointment must be made by the chairman of the Bar Council nearest to the registered address of the FUND.
	11.5.6	A resolution in writing signed by all the BOARD MEMBERS is of the same force and effect as a resolution passed at a meeting of the BOARD.
	11.5.7	All resolutions by the BOARD passed at a meeting or otherwise must be recorded in the form of written minutes.
11.6	Special Committees
	Death Benefit Allocation Committee
	11.6.1	The BOARD may elect a Death Benefit Allocation Committee from their number to manage and oversee the allocation of death benefits in terms of section 37C of the ACT on behalf of the BOARD.
	11.6.2	The Death Benefit Allocation Committee must determine and/or approve all death benefit allocations in accordance with the processes, criteria and general policies approved by the BOARD from time to time.
	11.6.3	The EMPLOYER must assist the Death Benefit Allocation Committee in gathering the necessary information and may make a preliminary allocation for the Committee’s final consideration and decision.
	Complaints Committee
	11.6.4	The BOARD may elect a Complaints Committee from their number to manage and resolve complaints submitted to the FUND on behalf of the BOARD.
	Other Committees
	11.6.5	The BOARD may elect such other committees as are necessary to conduct the business of the FUND on behalf of the BOARD from time to time.
11.7	Principal Officer and Secretary
	11.7.1	The BOARD must appoint a principal officer in terms of the ACT and may from time to time, at its discretion, appoint somebody else as principal officer. The BOARD must notify the Registrar of Pension Funds of the name of each person appointed as principal officer.
	11.7.2	If the principal officer is absent from the Republic of South Africa for a period of more than thirty days or is unable to perform the duties imposed on him/her by the ACT, the BOARD must appoint another person to act as principal officer during his/her absence or disability and must notify the Registrar of Pension Funds of such person's name.
	11.7.3	If the BOARD deems it necessary it may appoint a secretary and other personnel on such conditions as it may determine and it may cancel such appointments and may make new ones.
11.8	Administrator
	The BOARD appoints an ADMINISTRATOR to perform administrative functions for the FUND for such period as it may decide. The BOARD may dismiss the ADMINISTRATOR at any time. In terms of section 13B of the ACT the ADMINISTRATOR must be approved as such by the Registrar of Pension Funds.
11.9	Auditor
	The BOARD shall appoint an AUDITOR for such period as they shall determine and such appointment shall remain in force for such period, unless the AUDITOR is discharged by the BOARD or he himself withdraws the appointment prior to the expiry of such period.
11.10	Financial Matters
	The AUDITOR shall have access to all books, vouchers, accounts and other documents pertaining to the FUND and shall certify in writing the result of each audit. The BOARD shall ensure that such accounts entries, registers and records as are necessary for the proper management of the FUND are kept. The books of the accounts must be closed off as at the last day of June in each year and be audited by the AUDITOR of the FUND. The accounts shall be approved by the BOARD and a copy thereof shall be available for inspection by MEMBERS of the FUND and any other person who has an interest n the FUND. The financial year of the FUND shall be from the first day of July up to and including the last day of June of the following year. The BOARD shall have power by resolution to write off any debts, dues or other claims which are payable to the FUND and which the BOARD deem desirable to write off as being irrecoverable or the recovery of which would be too difficult or costly or, in the opinion of the BOARD, be not reasonable practicable.
11.11	Bank Account
	All monies received on account of the FUND will be paid into an account opened with a bank in the name of the FUND.
11.12	Actuary
	The BOARD will appoint an ACTUARY who is approved by the REGISTRAR in terms of the ACT, and the BOARD may dismiss the ACTUARY at any time. The ACTUARY is also the valuator of the FUND as is provided for in the ACT for purposes of the investigation of the financial condition of the FUND an report thereof to comply with the ACT.
11.13	Actuarial Valuations
	11.13.1	The BOARD shall keep such registers and records as will enable the ACTUARY to undertake an actuarial valuation of the FUND at any time.
	11.13.2	The FUND shall be valued by the ACTUARY at intervals not exceeding three years, the first valuation to be done not later than the third FUND ANNIVERSARY following the date of registration of the FUND. The ACTUARY shall submit a Regulation two certificate to the BOARD within, twelve months of the date of valuation. The BOARD shall send a copy of the Regulation two (2) certificate to the REGISTRAR.
11.14	Personal Liability
	The BOARD MEMBERS and assignees of the BOARD are not personally liable for any loss which the EMPLOYER, MEMBERS or DEPENDANTS may suffer as a result of their actions, provided the actions are in accordance with the RULES and the loss does not arise from their negligence, dishonesty or fraud.
11.15	Indemnity Against Loss
	The BOARD must, in the manner allowed by the Registrar of Pension Funds, devise means of safeguarding the FUND against losses owing to fraud or dishonesty.
11.16	Expenditure of the Board
	11.16.1	All personal expenses incurred by the BOARD MEMBERS in directing, controlling and overseeing the operations of the FUND must be borne by the BOARD.
	11.16.2	The BOARD MEMBERS are not remunerated for their duties as BOARD MEMBERS.
	11.16.3	The FUND will be liable for the following expenses of the FUND as well as for any other ad hoc expenses: (a) any statutory fees or levies not taken into account in the costs of administration of the FUND; (b) premiums for fidelity and professional indemnity insurance taken out by the FUND; (c) any fees payable to the BOARD MEMBERS
11.17	Provision of Data
	The EMPLOYER must from time to time furnish to the BOARD those particulars about MEMBERS that determine their benefits from the FUND or their entitlement to benefits. The BOARD may act upon those particulars without further enquiry and is not responsible to anybody for any mis-statements, errors or omissions that may be contained in those particulars.
11.18	Execution of Contracts and other Documents binding on the Fund
	The BOARD is competent to enter into and amend contracts on behalf of the FUND in accordance with the RULES and to sign such contracts and other documents on behalf of the FUND. The BOARD may authorise any two BOARD MEMBERS to sign, on behalf of the FUND, any contract or document which binds or affects the FUND. Documents to be submitted to the Registrar of Pension Funds must be signed in accordance with the ACT.
11.19	Registers to be kept by the Fund
	The BOARD must, in accordance with the regulations to the ACT, keep at the FUND's registered office registers containing specific information about the following - (a) the BOARD MEMBERS on the BOARD; (b) the minutes of the meetings of the BOARD; (c) the MEMBERS of the FUND; (d) the FUND's postal address and registered office; (e) the administrators of benefits and investments.

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