Governance

OUTA’s Governance & Growth Journey: 2012 to 2017

Governance Journey

OUTA has come a long way since its inception in early 2012, having been formed as a Non-Profit Organisation (NPO)
by a handful of business associations to interdict and challenge the e-toll decision. It’s early constitution had three
directors and an advisory committee, with literally two of the directors (Duvenage and Pauwen) doing all the work on
a non-salaried basis for the first two years. Virtually all funds raised, initially from business, were used to settle the
expensive legal challenge that set out to halt the e-toll scheme. With no offices and no salaries to pay, the few out of
pocket expenses were managed by the appointed secretarial and auditing service company.

From 2013 to 2015, with the advent of the e-toll launch, two additional part-time team members were contracted to
assist with communications and writing. All this while, OUTA continued to be governed by its constitution, holding
regular board meetings and receiving input from its advisory committee.

It was during the final quarter of 2015 when OUTA changed gear and began to transform into a larger movement that
would tackle matters of general Government corruption and maladministration of tax-payer’s money, and over the
next two years, OUTA grew rapidly from a four person team to 38 full-time staff. Naturally, along with this significant
expansion over a short period of time, manpower structures and the introduction of policies and procedures were
required to keep pace with the changing demands, roles and responsibilities of its people.

In mid-2017, OUTA contracted an external tax and compliance specialist and revised its constitution to that of a formal
Memorandum of Incorporation (MOI), ensuring that the organisation kept pace with compliance of NPO’s and
Companies Act regulations, whilst also addressing the need to allow for additional directors to cater for OUTA’s plans
to grow into a larger and broader based Non-Profit organisation.

Such rapid expansion for any organisation naturally comes with its strains and OUTA was no exception, giving rise to
new tiers of management and changes within its leadership structures. The appointment of new non-executive
directors, as well as a Chief Operations Officer to manage the multiple project based structure helped to introduce a
new level of efficiency within OUTA, enabling fast paced project management and case compilation processes that
would enable OUTA to work at the fast pace that its Executive Committee and Board required. which also helped to
elevate OUTA as a leading civil action organisation in South Africa.

By Q4 2017, following the rapid expansion and heightened focus on Governance, the need to separate the functions
of Chairperson and CEO gave rise to the Chairperson role being assigned to a Non-Executive Director (Ferrial Adam),
with Duvenage heading up the executive duties as the CEO.

Six of OUTA’s management team recently attended a King IV Codes of Good Governance master class training
program, as part of its attention to governance journey. In addition, OUTA’s board has decided to expand its number
to eight directors, four of which will be non-executive and four executive positions, with the Chairperson role
remaining in the arena of the Non-Executive Director appointments, to be introduced by Q1 2018. Following an
amendment to the appointment of directors in Q4 2017, the organisation has also engaged with the Institute of
Directors (IoDSA) to conduct an audit and advisory assessment of its governance processes, to ensure that OUTA
remains on track with its commitment to high standards of governance.

“Governance revision is an ongoing process and one that doesn’t come with an ‘on-off switch’, but instead, requires
hard work and focus,” says Wayne Duvenage, OUTA’s CEO. “Attending to policies, procedures and governance
processes in a rapidly expanding organisation takes a lot of effort, as does attending to the changing manpower needs
and ongoing structure changes, all of which stretches our people and brings about growth opportunities for some,
along with churn and new talent to take the organisation to greater heights. It’s all part of the exciting journey that
has seen OUTA assume a leading and well respected civil action organisation in South Africa today.”

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