MEGA is a schedule 3D entity by virtue of it being the successor in title of the erstwhile MEGA, which was established by the then MEGA Act No.4 of 2005. MEGA is governed by a duly appointed Board of Directors. Schedule 3D entities are regulated by Sections 47 & 76(4) of the PFMA. The Board of Directors is the Accounting Authority of the Agency as contemplated in Section 49(2) (a) of the Public Finance Management Act of 1999, and Section. 5(1) of the MEGA Act No. 1 of 2010 (hereafter referred to as the “Act”).

The Board shall, in respect of the exercise & performance of its powers & functions, be accountable to the Member of the Executive Council. (Section.5 (2) of the MEGA, Act 1 of 2010).

Composition of the Board

The Members of the Board are appointed in terms of the Act by the Member of the Executive Council responsible for Economic Development and Tourism for a period not exceeding four (4) years, but are eligible for re-appointment. The composition of the Board is prescribed by the Act which permits a minimum of nine [9] and a maximum of eleven [11] Members, all of whom shall be non-executive members. In terms of the Act, the CEO is an ex officio member of the Board without any voting rights
at meetings of the Board (Section. 5(4) of the MEGA Act 1 of 2010).

In accordance with the aforementioned parameters of corporate governance, the Board must specifically:

Role of the Board

Retain full and effective control over MEGA, and monitor management’s implementation of the strategic plans and financial objectives as defined by the Board;

Define levels of materiality, reserving specific powers to itself and delegating other matters, with the necessary written authority, to management;

Continually monitor and review the exercise by management of delegated powers;

Ensure that a comprehensive system of policies and procedures is in place and that appropriate governance structures exist to ensure the smooth, efficient and prudent stewardship of MEGA;

Ensure compliance by MEGA with all relevant laws and regulations, audit and accounting principles, MEGA’s codes of ethics and conduct, and such other principles as may be established by the Board from time to time;

Regularly review and evaluate the risks to the business of MEGA, including information technology (“IT”) risks;

Ensure the existence of comprehensive, appropriate internal controls to mitigate against such risks, as well as ensure that there is an effective risk-based internal audit;

Exercise objective judgment on the affairs of MEGA, independent from management, but with sufficient management information to enable a proper and informed assessment to be made;

and Identify and monitor non-financial aspects relevant to the business of MEGA, and ensure that MEGA acts responsibly towards all relevant stakeholders having a legitimate interest in its affairs in order to ensure that MEGA is seen to be a responsible corporate citizen.