1. South African Post Office Bill, [B2-2010] Department of Communications 07 September 2010 PCC
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2. Delegation Dr Harold Wesso : Acting Director – General
Norman Munzhelele : Chief Director
Alf Wiltz : Director
Willie Vukela : Director
Dimakatso Mojela : Deputy Director
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3. Introduction
The DoC briefed the PCC on the SAPO Bill on 24 February 2010
The purpose of the Bill was explained with the emphasis on the need to legislate on the corporate governance of SAPO
PCC subsequently heard an oral submission by ICASA on 23 March 2010
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4. Purpose To provide for the corporate governance of SAPO in law
Dedicated Act for the South African Post Office
Promotion of openness, transparency and public involvement
Provision for Ministerial intervention in certain cases
Cleaning up of the Post Office Act, 1958
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5. To provide for its governance and staff
Objectives
To provide for the continued corporate existence of the South African Post Office and its subsidiaries
To provide for its governance and staff
To provide for the separation of accounts between reserved and unreserved postal services
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6. Provisions The Bill is divided into 32 Clauses.
Clause 1: This clause, the Definitions clause, provides the meaning of words used in the Act
Clause 2: Sets forth the purpose of the Act i.e. to provide for the continued existence of SAPO, the governance of SAPO, the separation of accounts of SAPO between reserved and unreserved postal services, the provision of universal, accessible, reliable and affordable postal services,
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7. Provisions
Clause 2 further provides for the provision of a wide range of postal services in the interest of the economic growth and the development of the Republic, and encourages the development of human resources and capacity building within the postal industry especially among historically disadvantaged groups
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8. Provisions
Clause 3: Provides for the continued existence of SAPO which is deemed to be a public company and still known as the South African Post Office Limited, the protection of existing rights as well as signature of the M & A by the Minister
Clause 4: Makes provision for SAPO to account separately for the reserved and unreserved postal services
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9. Provisions Clause 5: Outlines duties of Post Office such as:-
ensure the universal and affordable provision of postal services
ensure the provision of a wide range of postal services in the interest of the economic growth and development of the Republic
develop postal services that are responsive to the needs of users and consumers
ensure greater access to basic services
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10. Provisions
Clause 6: Outlines powers ordinarily required by companies to function & specifically the powers required by SAPO to realize the objects of this Bill
Clause 7: Provides for SAPO to annually by a date determined by the Minister conclude a performance agreement with the Minister in terms of which the performance of the functions of SAPO will be measured the following year
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11. Provisions
Clause 8: Empowers the Minister with the concurrence of the Minister of Finance, to annually grant financial support to SAPO in respect of normal expenditure out of money appropriated by Parliament
It further restricts the borrowing power of SAPO by requiring written approval of the Minister and the Minister of Finance
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12. Provisions
Clause 9: Provides that the Board is responsible for managing the affairs of SAPO. Further provides for the composition of the Board that must consist of three executive members, and not more than thirteen non - executive members, one of whom must be the managing director of the Postbank by virtue of his or her office. Chairperson and the Deputy Chairperson must be appointed by the Minister from non-executive board members
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13. Provisions
Clause 10: Provides for the functions of the Board. Board must inter alia give effect to the corporate plan as contemplated under section 52 of the Public Finance Management Act, is the accounting authority, takes decisions on behalf of SAPO, provides guidance to the CEO & must notify the Minister of matters adversely affecting SAPO
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14. Provisions
Clause 11: Provides for the criteria for disqualification from membership of the Board such as any interest that may conflict or interfere with the performance of duties of the member
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15. Provisions
Clause 12: Outlines the procedure to be followed for appointing non-executive members of the Board
It provides for the appointment of a nomination committee to make recommendations to the Minister following a public process and submission of names of persons to be appointed by trade unions recognised by SAPO
It describes the skills, knowledge, qualifications & experience required of Board members
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16. Provisions
Clause 12 further provides the terms & conditions of appointment of the non-executive members of the Board
Clause 13: Makes provision for the procedure to be followed by a non- executive member wishing to resign from the Board and further provides for the grounds of removal by the Minister
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17. Provisions
Clause 14: Provides for fiduciary duties and disclosure. A member of the Board must for example declare whether or not he/she has any direct or indirect financial interest which could reasonably be expected to compromise the Board in the performance of its functions
It further criminalizes the fiduciary duties in this clause
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18. Provisions
Clause 15: Board may appoint committees from time to time, with the concurrence of the Minister, and must appoint the following committees:-
Remuneration and Performance Committee
Human Resources and Transformation Committee
Audit Committee
It further provides for matters relevant to committees such as their composition and powers
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19. Provisions
Clause 16: Provides for the delegation and assignment of functions by the Board to any member of the Board, committee, executive member or employee
Clause 17: Provides for the appointment of the executive members by the Board with the approval of the Minister
It further provides for the appointment process and the qualifications/ experience required
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20. Provisions
Clause 18: Provides the conditions of appointment of executive members, determined by the Board with the concurrence of the Minister including the conclusion of an annual performance contract with SAPO
Executive members are appointed for a term not exceeding five years and may be reappointed for one additional term subject to the approval of the Minister
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21. Provisions
Clause 19: Provides for the termination of employment of the executive members due to misconduct or failing to perform their duties diligently
It further provides for the suspension of an executive member pending misconduct proceedings during which period the member will also be suspended as a member of the Board
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22. Provisions
Clause 20: Provides for the appointment of a senior employee of SAPO to act as chief executive officer, chief financial officer or chief operating officer in certain circumstances
The acting executive member may exercise all the powers & must perform all the duties of the relevant executive position
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23. Provisions
Clause 21: Provides for the delegation of powers & the assignment of duties by the chief executive officer, chief financial officer or chief operating officer, and the conditions of such delegation or assignment
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24. Provisions
Clause 22: This clause enables the Board to determine the staff establishment necessary to enable SAPO to perform its functions
It further provides for the appointment of staff by the CEO subject to the terms & conditions & within the financial limits determined in accordance with a HR policy approved by the Minister, after consolation with the Minister of Finance and the Minister for the Public Service and Administration
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25. Provisions
Clause 23: Provides for the application of the Public Finance Management Act to SAPO
Clause 24: Empowers the Minister to appoint a person to investigate the affairs or financial position of SAPO & compliance with this Act and provides for the provision of information
Clause 25: Provides for intervention measures enabling the Minister to intervene in certain instances such as mismanagement
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26. Provisions
Clause 26: This clause seeks to provide for the limitation of the liability of SAPO and its employees
Clause 27: Provides for the application of the Companies Act to SAPO except where a special or contrary arrangement is made in the Bill
Clause 28: Provides for a mechanism to declare certain provisions of Companies Act to be inapplicable to SAPO
Clause 29: This clause empowers the Minister to make regulations to improve the administration of this Act
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27. Provisions
Clause 30: Outlines offences and penalties such as the unauthorized use of the name or logo of SAPO
Clause 31: Provides for the repeal and amendment of other laws, more specifically all the amendments required to the Post Office Act, The Post Office Act will be renamed the Post and Telecommunications- related Matters Act, 1958
Clause 32: Provides for the short title and commencement of the Act
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28. THANK YOU
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