The PTCMA is reviewing our MOI
(Memorandum of Incoporation)

The PTCMA is registered as an NPC (Non-Profit Company) with members.

As part of revising our MOI, and reflecting on the definitions of members and their role in an NPC according to the Companies Act 71 of 2008, the PTCMA would like to propose amending the company registration to an NPC without members and would like your input.

VOTE NOW

First things first

How are 'members' defined?

According to

The Companies Act

  • The members are akin to the “shareholders” of a company who have the final say with regards to the appointment of directors as well as other vital aspects to key decision-making.
  • The members are the highest decision-making body and typically, have the final say on all strategic decisions relating to the NPC.
  • To distinguish the definitions, for the rest of this page we will refer to members as per the Companies Act as "NPC Members".
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According to

The PTCMA

  • A member is a company or individual that pays an annual subscription to grant employees, according to the type of membership, access to participate in PTCMA programmes.
  • Decisions are governed by the Board of Directors and advised by ExCo – ExCo can be nominated by members and will be largely made up of representatives from members.
  • Further referenced to as "PTCMA Members".

Organisational structure

How is the PTCMA governed?

Board of Directors

Board of Directors

  • Made up of PTCMA MD Sandra Slabbert, Dr Jacqui Miot and Dr Ayanda Mbuli.
  • Directors are responsible for acting in good faith and in the best interests of the organisation, ensuring it operates legally, ethically, and in line with its mission.
  • Their duties include providing strategic direction, overseeing financial management, ensuring compliance with laws and regulations, and maintaining good governance practices.
  • They must avoid conflicts of interest, attend board meetings, support transparency and accountability, and serve as ambassadors for the NPC to stakeholders and the public.
  • New Directors are appointed by nomination from the current directors and ExCo, then approved by ExCo.
  • According to the Companies Act, the Board of Directors should be voted for by the NPC Membership base, and they may decide to put together an executive committee to assist with operations.

Executive Committee (ExCo)

Executive Committee (ExCo)

  • Made up of representatives from PTCMA Member companies as voted for at the AGM.
  • Meet quarterly
  • Advise the PTCMA Management Team on programmes and possible improvements.
  • Receive report back on the PTCMA financials and keep the organisation accountable.
  • Represent the interest of the PTCMA members.
  • Support the PTCMA programmes where possible (through attendance, chairing, etc.)

Honorary President

Honorary President

  • Currently Prof Marc Blockman
  • Serves as an advisor
  • An impartial arbitrator should problems arise within the ExCo or Board of Directors.

Management Team

Management Team

  • Employed by the PTCMA to manage the daily running of the PTCMA.
  • Managing Director: Sandra Slabbert
  • Operations Manager: Janine Janse van Rensburg
  • Programme coordinator: Masetshaba Mpete
  • Administrative Assistant: Redré Grobler
  • Consultant bookkeeper: Philo Fotso

PTCMA Members

PTCMA Members

  • Corporate, Standard or Individual
  • Companies sign up for an annual subscription to attend PTCMA programmes and to sponsor sessions at a discounted rate.
  • PTCMA Members can nominate representatives to serve on the PTCMA ExCo.

Current ExCo election process:

  • As this process is set out in the Companies Act, NPC and PTCMA Members mean the same thing in this process.
  • PTCMA invites members to nominate individuals for ExCo 2 months before the AGM.
  • Existing ExCo members may indicate a willingness to stand for the ExCo again.
  • A week before the AGM, the nomination list is shared for voting.
  • Each member company appoints a proxy to complete the voting form on their behalf. Proxies would need to be appointed in writing on a company letterhead, dated and signed by an authorised person within the company.
  • Each proxy may vote for 7 individuals on the nomination list.
  • At least 50% of members need to be represented at the AGM with a minimum of 50% member votes to meet the quorum.
  • If these requirements are met, the 7 individuals with the most votes are elected as ExCo, with the other nominees standing as co-opted in an advisory role.
  • At the first ExCo meeting following the AGM, the ExCo will vote for the different portfolios.

Challenges:

  • We often do not receive nominations, and approach individuals at our discretion to ask whether they would be willing to serve on the ExCo.
  • Gathering the required documentation which includes being on company letterheads signed by authorized signatories is very challenging and we are not always successful as our member companies have strict processes and procedures.
  • Often the member representatives do not know the nominees and do not know who to vote for.
  • Meeting the quorum for votes – insufficient member companies submit a vote.
  • PTCMA is a small organization. Operations can be delayed if important changes first need to go through a lengthy approval process involving all members.
  • The concept of membership and sponsorship might present issues of conflict in certain companies' compliance or bias policies.

Proposed process:

  • The MOI governs how directors are appointed.  The board must ensure that there is always at least the minimum number of directors required.  Appointments follow the procedures laid out in the MOI.
  • PTCMA members, the PTCMA ExCo, PTCMA Directors or the PTCMA Management Team can nominate a potential candidate for the PTCMA ExCo at any time.
  • Interview with the nominee to discuss the role and responsibilities to confirm suitability.
  • The nominee will be presented to the current ExCo who will vote on whether to include the nominee.
  • Rules:
    • At least 70% of the ExCo should be representatives of active PTCMA members.
    • 30% may be made up of consultants or academics not employed by a Pharma, MedTech or Funder company, if approved by the ExCo and Board of Directors.
    • No more than 2 employees from the same company may be represented.
    • Ideally the ExCo should be made up of 7-15 individuals.
    • There should always be at least two representatives from different pharma and two from different funder companies

What are the implications?

  • Please note that the motion to change to an NPC without NPC Members is made to more efficiently serve PTCMA Members while complying to the requirements set out in the Companies Act.
  • Should the motion be accepted, PTCMA Members will no longer be required to attend Annual General Meetings, vote for the ExCo or be required to vote to approve business proceedings like updating the MOI or PTCMA Constitution.
  • PTCMA Membership will work on a subscription-based model which is how it is currently working.
  • The voices of our PTCMA Members remain of extreme importance and value to the PTCMA and we would like to encourage each PTCMA Member company to nominate a representative to the PTCMA ExCo as a way to advise us in our mission to get all stakeholders working together for the benefit of the patient.
  • While an Annual General Meeting will no longer be required, the PTCMA envisions arranging networking events throughout the year to keep PTCMA Members connected to the PTCMA and to each other.

Please vote

We trust the above information will give you context.  Thank you for taking the time to read through it.

In order to complete the process, we require our members to vote on the way forward. Please do so by completing the form below.

Vote for NPC without members

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