21.1 The Board is responsible for the proper and sound management of the Scheme, and in terms of these rules;
21.2 The Board must act with due care, diligence, skill, and in good faith;
21.3 Members of the Board must avoid conflict of interest, and must declare any interest they may have in any particular matter serving before the Board;
21.4 The Board must apply sound business principles and ensure the financial soundness of the Scheme;
21.5 The Board shall appoint a Principal Officer who is fit and proper to hold such office and may appoint any staff which, in its opinion, are required for the proper execution of the business of the Scheme, and shall determine the terms and conditions of service of the Principal Officer and of any person employed by the Scheme;
21.6 The Board must cause to be kept such minutes, accounts, entries, registers and records as are essential for the proper functioning of the Scheme;
21.7 The Board must ensure that proper control systems are employed by and on behalf of the Scheme;
21.8 The Board must ensure that adequate and appropriate information is communicated to the Members regarding rights, benefits, Contributions, obligations and duties in terms of the rules;
21.9 The Board must take all reasonable steps to ensure that Contributions are paid timeously to the Scheme in accordance with the Act and the rules;
21.10 The Board must take out and maintain an appropriate level of professional indemnity insurance and fidelity guarantee insurance;
21.11 The Board must obtain expert advice on legal, accounting and business matters as required, or on any other matter of which the members of the Board may lack sufficient expertise;
21.12 The Board must ensure that the rules and the operation and administration of the Scheme comply with the provisions of the Act and all other applicable laws;
21.13 The Board must take all reasonable steps to protect the confidentiality of medical records concerning any Member or Dependant’s state of health;
21.14 The Board must approve all disbursements subject to rule 22.19;
21.15 The Board must cause to be kept in safe custody, in a safe strong room at the registered office of the Scheme or with any financial institution approved by the Board, any mortgage bond, title deed or other security belonging to or held by the Scheme, except when in the temporary custody of another person for the purposes of the Scheme;
21.16 The Board must make such provision as it deems desirable, and with due regard to normal practice and recommended guidelines pertaining to retention of documents, for the safe custody of the books, records, documents and other effects of the Scheme;
21.17 The Board must take all reasonable steps to ensure that the interests of Beneficiaries in terms of the rules of the Scheme and the provisions of the Act are protected at all times and with impartiality in respect of all Beneficiaries;
21.18 The Board shall disclose annually in writing to the Registrar, any payment or considerations made to them in that particular year by the Scheme; and
21.19 The Board shall be responsible for the approval of the Annual Financial Statements and for their content.
The Board has the power:-
22.1 to cause the termination of the services of any Employee of the Scheme;
22.2 to take all necessary steps and to sign and execute all necessary documents to ensure and secure the due fulfillment of the Scheme’s obligations under such appointments;
22.3 to appoint a committee consisting of such Board members and/or members of staff and/or other experts as it may deem appropriate and to delegate to any such committee any powers that vest in the Board in terms of these rules and/or the Act which the Board considers maybe more practically applied and administered by a committee;
22.4 to appoint a duly accredited Administrator on such terms and conditions as it may determine, for the proper execution of the business of the Scheme. The terms and conditions of such appointment must be contained in a written contract which complies with the requirements of the Act and its regulations;
22.5 to appoint, compensate and determine the level of services of any accredited broker for the introduction or admission of a Member to the Scheme;
22.6 to contract with Managed Health Care Organisations subject to the provisions of the Act and its Regulations;
22.7 to purchase movable and immovable property for the use of the Scheme or otherwise, and to sell it or any of it;
22.8 to let or hire movable or immovable property;
22.9 to provide administration services to other Medical Schemes;
22.10 in respect of any monies not immediately required to meet current charges upon the Scheme and subject to the provisions of the Act, and in the manner determined by the Board, to invest or otherwise deal with such monies upon security and to realise, re-invest or otherwise deal with such monies and investments in accordance with the categories of assets listed in Annexure B of the Regulations to the Act:
22.10.1 in such other form of investment as may be approved, after consultation with the valuator and with professional financial advisors approved by the Board, by seventy-five (75) per cent of the Members present at the Board meeting at which are present not less than seventy-five (75) per cent of the members of the Board entitled to vote;
22.11 to delegate to professional financial advisors, the management of its investments upon such terms as it may deem fit;
22.12 with the prior approval of the Council for Medical Schemes, to borrow money for the Scheme from the Scheme’s bankers against the security of the Scheme’s assets for the purpose of bridging a temporary shortage;
22.13 subject to the provisions of any law, to cause the Scheme, whether on its own or in association with any person, to establish or operate any pharmacy, Hospital, clinic, maternity home, nursing home, infirmary, home for aged persons or any similar institution, in the interests of the Members of the Scheme;
22.14 to donate to any Hospital, clinic, nursing home, maternity home, infirmary or home for aged person in the interests of all or any of the Beneficiaries;
22.15 subject to the terms of the Scheme’s protocol, to grant ex gratia payments on behalf of Members in order to assist such Members to meet commitments in regard to any matter specified in rule 5 provided that it is satisfied that undue financial hardship would otherwise be imposed upon the Member;
22.16 to contribute to any fund conducted for the benefit of the Employees of the Scheme;
22.17 to reinsure obligations in terms of the benefits provided for in these rules provided that all such reinsurance arrangements are fully disclosed to the Council for Medical Schemes, including full details of premiums, commissions and benefits due under such arrangements;
22.18 to authorise the Principal Officer and/or such members of the Board as it may determine from time to time, and upon such terms and conditions as the Board may determine, to sign any contract or other document binding or relating to the Scheme or any document authorising the performance of any act on behalf of the Scheme;
22.19 to authorise any of the Members of the Board or Principal Officer to effect disbursements on behalf of the Scheme;
22.20 to contribute to any association instituted for the furtherance, encouragement and co-ordination of Medical Schemes; and
22.21 in general, to do anything which it deems necessary or expedient to perform its functions in accordance with the provisions of the Act and these rules.
23. DUTIES OF PRINCIPAL OFFICER AND STAFF
23.1 The staff of the Scheme must ensure the confidentiality of all information regarding its Members;
23.2 The Principal Officer is the executive officer of the Scheme and as such shall ensure that:
23.2.1 the decisions and
instructions of the Board are executed without unnecessary delay;
23.2.2 where necessary, there is proper and
appropriate communication between the Scheme and those parties
affected by the decisions and instructions of the Board;
23.2.3 the Board is sufficiently and timeously
informed of the affairs of the Scheme which relate to the duties of
the Board as stated in section 57(4) of the Act;
23.2.4 the Board is sufficiently and timeously
informed concerning the affairs of the Scheme so as to enable the
Board to comply with the provisions of section 57(6) of the Act; and
23.2.5 he does not take any decisions concerning
the affairs of the Scheme without prior authorisation by the Board
and that he at all times observes the authority of the Board in its
governance of the Scheme;
23.3 The Principal Officer shall be the accounting officer of the Scheme charged with the collection of and accounting for all moneys received and payments authorised by and made on behalf of the Scheme;
23.4 The Principal Officer shall ensure the carrying out of his duties as are necessary for the proper execution of the business of the Scheme. He must attend all meetings of the Board and any other duly appointed committee where his attendance may be required, and ensure proper recording of the proceedings of all meetings;
23.5 The Principal Officer shall be responsible for the supervision of the staff employed by the Scheme unless the Board decides otherwise;
23.6 The Principal Officer shall ensure that the Administrators keep full and proper records of all moneys received and expenses incurred by, and of all assets, liabilities and financial transactions of the Scheme;
23.7 The Principal Officer shall ensure that the Administrators prepare annual financial statements and must ensure compliance with all statutory requirements pertaining thereto;
23.8 The following persons are not eligible to be a Principal Officer:
23.8.1 an employee,
director, officer, consultant or contractor of the Administrator of
the Scheme or of the holding company, subsidiary, joint venture or
associate of that Administrator; or
23.8.2 a broker.
24. INDEMNIFICATION AND FIDELITY GUARANTEE
24.1 The Board and any officer of the Scheme must be indemnified by the Scheme against all proceedings, Costs and expenses incurred by reason of any claim in connection with the Scheme, not arising from their negligence, dishonesty or fraud;
24.2 The Board must ensure that the Scheme is insured against loss, above a reasonable amount determined by the Scheme’s Auditors, resulting from the dishonesty or fraud of any of its officers (including members of the Board) having the receipt or charge of moneys or securities belonging to the Scheme.
25. FINANCIAL YEAR OF THE SCHEME
The financial year of the Scheme extends from the first day of January to the thirty-first day of December of that year.
