PREAMBLE
In adherence to:
1. The Johannesburg Plan of Implementation negotiated at the World Summit on
Sustainable Development held in September 2002
2. The call for countries to prepare and implement national and regional strategies for
sustainable development
3. The South African National Framework for Sustainable Development (2007), and
relevant conventions and guidelines, with particular reference to the “ten principles
for sustainable development” as adopted by the International Council on Mining and
Metals (ICMM)
4. The signatories to this Deed resolved to pursue the objectives of sustainable mining
as described this Deed, the Structures of the Foundation and its Rules.
“Sustainable mining” means1 to “... meet the needs of the present without
compromising the ability of future generations to meet their own needs.”
“AGM” means Annual General Meeting
1 NAME, LEGAL ENTITY, RESIDENCE, FISCAL YEAR
1.1 The Foundation will be known as the “Foundation for Sustainable Mining”
1.2 The Foundation will be incorporated as a Section 21 Company, with the articles
of a company not having a share capital.
1.3 The Foundation shall have a public benefit fund to promote philanthropic
objectives which are not related to the non profit objectives of the Foundation.
1.4 The fiscal year is the calendar year.
1.5 The Statutory Committee determines the seat and regional offices of
the Foundation.
2 GOALS AND OBJECTIVES
2.1 To interact with governments and in particular the South African national
government to create an environment which is conducive to effective mining within
the following functional policy regimes:
a) Social and labour matters of mine workers
b) Environmental impact and rehabilitation of mining areas
c) Health and safety of mine workers
d) Adult education and training
2.2 Develop and promote investment in mining, mining processes and practices in harmony with its social and ecological system and which mitigates environmental
impacts and offset negative impacts.
2.3 Act as an independent “think tank” for the mining and related industries in South
and Southern Africa.
2.4 Support artisanal mining.
2.5 Promotion of gender equity in mining.
2.6 Promote career opportunities for women and the youth in the mining industry.
2.7 Conduct scientific, technical or industrial research and carry on activities
(including the rendering of financial assistance by way of loans or otherwise)
designed to promote mining related commerce and industry.
2.8 Raise funds to attain the goals and objectives of the Foundation.
2.9 Promote harmonious and uniform mining law and international private law
practice in the Southern Africa Development Community.
1 Rio Declaration, the Global Reporting Initiative, the Global Compact, OECD Guidelines on Multinational Enterprises, World Bank Operational
Guidelines, OECD Convention on Combating Bribery, ILO Conventions 98, 169, 176, and the Voluntary Principles on Security and
Human Rights.
2 Formulated by the World Commission on Environment and Development (WCED) in its 1987 report entitled “Our Common Future”.
(WCED, 1987, p.8).
3 MEMBERSHIP
3.1 The membership of the company shall consist of
a) Directors
b) Members, which shall consist of;
• Corporate members: persons, corporations, companies, institutions or other
bodies who, having agreed to be bound by the terms of the Memorandum and
Articles of Association of the company and having been admitted to membership,
agree to pay such annual subscription as shall be determined by the board of
directors;
• Honorary members: persons who, in recognition of exceptional and
distinguished services rendered to the company are elected honorary members
by the board of directors;
• Affiliated members: professional or educational or other institutions and/or associations and/or societies which, having agreed to be bound by the terms
of the Memorandum and Articles of Association and having been admitted to
membership, pay an annual subscription to be fixed by the board of directors in
each particular case.
3.2 Members apply for membership whereby they agree to be bound by the
following prescripts of the Foundation:
• the terms of the Memorandum;
• Articles of Association of the Foundation, and
• Rules of the Foundation.
3.3 The Board of Directors admits members and membership becomes effective on
issuing of a membership certificate.
4 CHAPTERS
4.1 The Board of Directors may establish Chapters for the Foundation for regions in
South Africa and foreign countries.
4.2 Chapters may have such structures as are approved by the Board of Directors.
5 MEMBERSHIP: TERMINATION
5.1 Members may by written notice resign voluntarily from the Foundation.
5.2 The Board may resolve to terminate the membership of a member, after a process
of consultation, when such member is in breach of the Rules of the Foundation.
5.3 A member shall ipso facto cease to be a member of the company
a) if his estate is finally sequestrated
b) if he is placed under curatorship
c) if, being a body corporate, an order for the final winding-up or judicial
management of the member is granted or a special resolution for the winding-up of
the member is duly passed and registered in terms of the Act
6 ORGANISATION STRUCTURE OF THE FOUNDATION
6.1 Statutory Committee
6.2 Board of Directors
6.3 Portfolio Committees and Colloquium of Fellows of the Foundation (CFF)
6.4 Trust for Sustainable Mining
6.5 Annual General Meeting
6.1 STATUTORY COMMITTEE
6.1.1 The Founding members constitute the Statutory Committee
6.1.2 The Statutory Committee is a permanent committee who amends the
Constitution and Rules of the Foundation to ensure that the goal and of the
Foundation is attained, provided that such amendments are approved by the
Board of Directors.
6.1.3 The Statutory Committee participates in Board Meetings as Directors of
the Board.
6.1.4 The members of the Statutory Committee may hold any position in the
Foundation in accordance with the Constitution and the Rules, but cannot be elected
as Directors of the Board during the AGM.
6.1.5 The statutory Committee appoints all staff, which accounts to the Committee.
6.1.6 Upon the death or resignation of a member of the Statutory Committee, the
remaining members may elect any person to the Committee
6.1.7 The Statutory Committee acts as the Board of Directors when the Board is
dysfunctional for any reason or if a quorum cannot be formed during a Board
Meeting.
6.1.8 The Statutory Committee is governed in terms of the Rules of the Foundation.
6.2 BOARD OF DIRECTORS
6.2.1 The Board of Directors consist of the
• Number of first founding members and
• 8 elected members of the Foundation who are elected during the AGM to serve
as Board Members.
6.2.2 The elected members of the Board of Directors are elected by all member
categories during the annual general meeting (AGM) of every 3rd year, who serve
their term for 3 years.
6.2.3 Any elected member may propose his or her own candidacy or nominate a
member to be elected as a Director of the Board, in accordance with the Rules of the
Foundation.
6.2.4 The President and Vice President of the Board of Directors are elected by the
members of the Board during the first meeting.
6.2.5 The Board may appoint a maximum of 4 additional members whom shall not
have the right to vote during meetings.
6.2.6 The quorum for a Board Meeting is 60%; decisions are taken by majority vote
and the chairperson has a casting vote.
6.2.7 The Board must meet at least every six months, provided that the Chairperson
or 60% of the members of the Board may convene a meeting.
6.2.8 When a vacancy of a Board member occurs, the remaining members must
appoint a new member from any category of members.
6.2.9 The CEO of the Foundation is the secretary of the Board of Directors.
Functions of the Board of Directors
• The President of the Board of Directors represents the Foundation.
• The Board of Directors governs the Foundation and accounts to the AGM.
• The Board determines the strategic priorities of the Foundation, and allocates the
resources for such priorities through the short and medium terms budget of the
Foundation.
• The Board must approve the annual budget, but cannot budget for a deficit.
• It is the duty of the Board of Directors to ensure an adequate income from
whichever sources, in order to attain the goals and objectives of the Board.
• The Board must meet annually with political decision-makers, industry leaders
and any person or organisation, to promote the strategic priorities, goals and
objectives of the Foundation.
• The President, after consultation with the Vice President, may assign Directors
to portfolio committees and to such portfolios within the Board as the President
may create for the effective functioning of the Board and in fulfilment of the
Foundation’s objectives.
6.3 PORTFOLIO COMMITTEES and COLLOQUIUM OF FELLOWS
6.3.1 The Board approves the establishment of Portfolio Committees, provided that
every committee must have:
• a terms of reference and
• a termination date or attainable goal, of which such date or goal will dissolve the
committee.
6.3.2 The minutes of Portfolio Committees must serve before the first subsequent
meeting of the Board of Directors.
Colloquium of Fellows of the Foundation (CFF)
• The Colloquium of Fellows of the Foundation (CFF) is a Standing Committee
• The goal of the CFF is to acknowledge and promote excellence in
- Research
- Academic performance, and
- Leadership related to the goals and objectives of the Foundation.
• The Fellows of the Foundation consist of the following category of fellows
- Candidate Fellows
- Fellow
- Senior Fellows and
- Principal Fellows
provided that any person may be awarded the designation of “Research” preceding
the title of his/her category, in order to to provide for domestic and international
researchers.
• The Constitution of the CFF regulates the admittance of Fellows to the CFF and
the management and administration of the Colloquium.
• The CFF may, on behalf of the Foundation, bestow accolades to persons who
made and are making exceptional contributions to the goals and objectives of
the Foundation.
6.4 TRUST FOR SUSTAINABLE MINING
6.4.1 The Foundation may have a public benefit organisation (Trust) contemplated
in paragraph (a)(i) of the definition of “public benefit organisation” (PBO) in section
30(1) of the Income tax Act, 1962, subject to the approval of the Commissioner in
terms of section 30 of the Act.
6.4.2 The Trust must be registered and managed in accordance of the provisions of
the Income Tax Act, 1962.
6.4.3 The Trustees of the Trust are appointed by the Statutory Committee,
provided that the President and the Vice President of the Board of Directors are
ex officio Trustees.
6.4.4 The receipts and accruals of the Trust shall be exempted from normal tax in
terms of section 10 (1) cA) i) aa) bb) cc), because it shall have the sole and principal
object to:
• Conduct scientific, technical or industrial research
• Provide necessary or useful commodities, amenities or services to the State
(including any provincial administration) or members of the general public or
• Carries on activities (including the rendering of financial assistance by way of
loans or otherwise) designed to promote commerce, industry or agriculture or
any branch thereof
6.4.5 Public Benefit activities of the Trust (in accordance with section 30 (1) (a) of
the Ninth Schedule (Section 30) Public Benefit Activities, Part 1 as quoted)
6.4.6 Education and Development
- Training of persons employed in the national, provincial and local spheres of
government, for purposes of capacity building in those spheres of government.
- The provision of scholarships, bursaries and awards for study, research and
teaching on such conditions as maybe prescribed by the Minister by way of
regulation in the Gazette.
6.4.7 Conservation, Environment and Animal Welfare
• Engaging in the conservation, rehabilitation or protection of the natural
environment, including flora, fauna or the biosphere.
• The promotion of, and education and training programmes relating to,
environmental awareness, greening, clean-up or sustainable development
projects.
6.5 ANNUAL GENERAL MEETING (AGM)
6.5.1 The Annual General Meeting takes place in the second half of every year and is
conducted in accordance with the Rules of the Foundation.
6.5.2 Only members, and guests who have been invited by the President of the
Foundation, may attend AGMs.
6.5.3 The President of the AGM reports on the attainment and progress of the goals
and objectives of the Foundation, provided that the president may request the
representatives of the structures of the Foundation to report on their activities.
6.5.4 The members of the Foundation may submit matters for deliberation and to be
resolved at the AGM, in accordance with the Rules of the Foundation
6.5.5 The members of the Board of Directors are elected at every third year of the
AGM.
7 CORPORATE GOVERNANCE and MANAGEMENT
7.1 The CEO of the Foundation is responsible for the management and administration
of the Foundation. The CEO must ensure that the books are kept, the budget for
approval by the Board is submitted after consultation with the President of the
Foundation and that the decisions of the Board are implemented.
7.2 The Director: Portfolios and Research
• Convenes all committees of the Foundation
• Co-ordinates interaction with organs of state and external partners and
stakeholders;
• Directs and co-ordinates the research and publications of the Foundation.
• Keeps the records, agreements and minutes of the Foundation.
7.3 The Director of Finance
• Is responsible for the financial administration of the Foundation
• Ensures the annual audit takes place
• Provides financial statements to office bearers of the foundation
8 DISSOLUTION OF THE FOUNDATION
8.1 The Foundation may be dissolved by the Statutory Committee after consultation
with the Board of Directors.
8.2 The Statutory Committee decides upon the disposal of the assets of the
Foundation upon its winding-up, deregistration or dissolution, in accordance with
section 21 (2) (b) of the Companies Act, 1973.
9 INCEPTION AND TRANSITIONAL ARRANGEMENTS
9.1 The functioning of the Foundation becomes effective upon,
the day when the majority of the Founding Member have signed Constitution of
the Foundation
9.2 The Statutory Committee governs the Foundation until the First Directors have
been appointed to the Board, and the latter has held their first meeting.
9.3 The Statutory Committee appoints the first Directors of the Board, which will
serve until the election of Directors at the first AGM.
9.4 The Statutory Committee has the right to draft the Constitution of the Foundation
10. FOUNDING MEMBERS
10.1 The first members and Directors also constitute the Statutory Committee.
Carstens, MJ Dr
Gribnitz, RK, Mr
Needham, RO, Mr
Scheider, R, Ms
Sizani, RK, Adv
Van Hoven, W, Prof,Dr
P, Mthetwa , Mr
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