The Financial Sector Charter Council Constitution

Name      

The name of the Charter Council is The Financial Sector Charter Council.

Establishment of Charter Council

By signing this Constitution the signatories create the Charter Council, which will come into effect on the date on which it is signed or, if it is signed on different dates, then the latest of those dates. The Charter Council has been established in terms of paragraph 15 of the Charter to oversee the implementation of the Charter with a view to promoting transformation and black economic empowerment within the financial sector of the South African economy.

Interpretation

For purposes of this Constitution, unless the context indicates a contrary intention, words and phrases defined in the Charter will bear a corresponding meaning and the following words and phrases will have the following respective meanings:

Legal personality

The Charter Council is a body corporate with perpetual succession, capable of acquiring rights, incurring obligations and entering into legal transactions, and of suing and being sued, in is own name. 

Mandate of the Council

The mandate of the Charter Council, and the objects for which it has been established, are to oversee the implementation of the Charter, as more fully described in the Charter.

Powers of the Council

Subject to the provisions of 6, the Charter Council shall have all the powers necessary to enable it to carry out its mandate, objects and matters incidental thereto. 

Board

The affairs of the Charter Council shall be managed by a Board, which shall consist of 21 persons.
All the powers of the Charter Council shall vest in the Board, whose responsibility it shall be to fulfil the mandate of the Charter Council as set out in 5.

Committees

The Board will have the power to delegate any of its powers to one or more committees consisting of such one or more of their number, or such outside persons, as the Board shall determine. 

Chairperson

The Board shall elect from amongst its members the chairperson of the Charter Council, who shall act as chairperson of the Board and the Co-ordinating Committee. He or she shall hold office until the anniversary of his or her election and shall not be available for re-election. 

Principal Officer

The Board shall appoint a Principal Officer of the Charter Council. He or she shall be a full time employee of the Charter Council and shall be responsible for the administrative functions of the Board and the day to day running of the Charter Council in accordance with paragraph 15.1.2 of the Charter.

Meetings of the Board

The Board shall meet at least four times during every year at such times and places as it may determine.  A meeting of the Board may also be convened at any time by the chairperson or by any three members of the Board.

Indemnities

Every member of the Board or of any committee of the Board, and every officer and employee of the Charter Council, shall be indemnified by the Charter Council against claims made against that person and any losses and expenses incurred by that person in or about the execution of his or her duties, save for claims, losses or expenses arising from fraud or wilful default. 

Limitations of liability

No member of the Charter Council or Charter Participant shall have any liability for any commitments undertaken by the Charter Council.  All persons shall be deemed to contract or deal with the Charter Council on this basis. The liability of a member of the Charter Participant is limited to the payment to the Charter Council of any outstanding contributions and settlement of any other debts to the Charter Council which that member may have incurred.

Dispute resolution

Subject to the remaining provisions of this clause 16 and of 17, if at a meeting of the Board it is not possible to achieve consensus on any motion before the Board then that motion will fail. 

Adjudication

If at a meeting of the Board it is not possible to achieve consensus on any motion before the Board, and the mediation committee has also not achieved consensus within ten business days after the dispute has been referred to the mediation committee,  and that motion relates to  the interpretation of the Charter; or any issue which will give rise to the adjudication of scorecards under the Charter then the matter shall be referred to adjudication in terms of this clause 17.

Amendment of Constitution

1. This Constitution may from time to time be amended by the Board at a special meeting of the Board of which the requisite notice has been given, with full particulars of the proposed amendments.

Winding up

The Charter Council may be wound up by a resolution of the Board at a special meeting duly convened and constituted for that purpose. Members of the Charter Council shall not have any claim in respect of any surplus which may arise on the winding up of the Charter Council.

Members

The members of the Charter Council are the following entities which, by signing this document, establish the Charter Council.

Please download the complete Financial Sector Charter Constitution below.