Introduction by CEO | Meet one of our new Directors and Chair of the PPG | Members on the Move | Branch News | Conference 2012 | Article of interest: Who is a prescribed officer? | Students in the Spotlight | Graduation 2012 | Upcoming CPDs

  Stephen Sadie
  Chief Executive Officer

Welcome to the third edition of 2012.

The media continues to be filled with stories of poor corporate governance in both the private and public sectors. The recent developments at Marikana and the SAA Board are but two examples among many. At the same time we have King III, which is admired throughout the world. One of the ways of narrowing this gap between what is happening at the coalface and King III is to build a strong body of professionals, who are committed to developing the highest standards of corporate governance. It is only people who can make good corporate governance happen. There has never been a greater need to have a strong professional body like ours championing corporate governance.

Although not limited to, the company secretary nevertheless stands out as the person best placed in each company to deliver on good corporate governance. The days of the company secretary quietly taking minutes in the corner of the boardroom have long passed. The JSE listings requirements have been amended to require boards on an annual basis to assess the competence, qualifications and experience of the company secretary. Our qualification is the world’s premier corporate governance qualification. We would suggest that those who hold an LLB or CA(SA) would do well to top up these excellent qualifications with our four board exams, ie corporate secretaryship, corporate governance, corporate administration and corporate financial management, which take you into the heart of what being a company secretary means.

September has been a very busy month at CSSA and you can read more about the premier corporate governance conference and awards ceremony that took place. We look forward to our prestigious Annual Report Awards, which will take place on 15 November at the Sandton Sun.

We are, as always, proud to profile some of our students and members both to applaud their success and to highlight role models for all of us. It is encouraging to see the growing interest in CSSA.

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   Karyn Southgate, ACIS

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I studied at Midrand Campus through Unisa and completed a BCom degree in Accounting & Economics. I then lectured part time for two years whilst completing my BCom (Hons) in Economics through Unisa. I wrote the four CSSA Board Exams and I am an ACIS member and have applied for Fellow membership.

After two years of lecturing I took to the big bad corporate world and worked at ABI & SAB for four years mainly in the accounting and training departments.

In 2006 I started my own business, TidySum Accounting Solutions CC, where we offer a one-stop service for small businesses.

Can you describe briefly what your current job entails?
Running my own business, entails juggling a lot; however, our focus is mainly on offering small businesses all the services they require to get their company started, ensuring it runs smoothly monthly and finally ensuring they are compliant in respect of SARS submissions, financial statements and CIPC requirements.

What do enjoy about your career? What are your greatest challenges from day to day?
Our greatest challenge and the interesting part of this field is learning the business of our clients. These vary from electrical engineers to hairdressers to property developers, and thus each company and each client has its own challenges and requirements, which translate into our daily work.

Why did you choose the CSSA qualification/how has the course contributed to your career?
After much research, I was informed by many that the CSSA qualification held you in good stead and allowed us to sign off financial statements for CCs, which made up the majority of our clients at the time. It certainly has helped to guide us and keep our clients informed of the ever changing environment of business. I have met some very interesting and wonderful people thus far being part of CSSA.

Why would you recommend the qualification to others?
The qualification allows you to access to the accounting field as well as the company secretary field.
It certainly is a recognised qualification in the industry and a great way to improve your offering and value-add to clients in at least the following ways:
1. Technical newsletters keeping you up to date on accounting and tax information,
2. CPDs which keep you up to speed with current events and legislation such as The Tax Admin Bill, etc,
3. Networking with other entrepreneurs and like-minded people, who you can share discussions and business opportunities with.

What is your view on the role of the Accountant/Financial Consultant in the work place of today?
The role of an accountant or financial consultant is always dynamic. With the increased SARS compliance deadlines, changes at CIPC in terms of the New Companies Act and other daily functions, the task of an accountant can no longer be done late at night purely by the one man band business owner.

There are many areas of opportunity for graduates and specialised consultants to become involved in.

Any inspirational anecdotes for fellow members and students?
Live, love, learn, grow and be humble.

How do you enjoy spending your leisure time?
Leisure time is spent on my bike, doing triathlons, trail running and some swimming. Basically anything outdoors and away from the desk come weekend time, before work, or after work!
We have to keep our sanity amongst all these Acts and Regulations.

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  Riaan Verster, ACIS.
  Company secretary and Group
  Governance officer, Durban
  Corporate. Aspen Pharmacare
  Holdings Ltd.


Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I am originally from Pretoria where I studied law at the University of Pretoria (from which I graduated with a BProc and LLB) and the University of South Africa (from which I graduated with LLM specialising in Labour Law). I am an attorney by profession and after practicing as such for a while, I worked for a trade union as legal adviser and then as a company secretarial adviser at Sasol’s head office in Rosebank. I was appointed as the Group Company Secretary of Bell Equipment in 2008 and accepted the position of Company Secretary and Group Governance Officer at Aspen Pharmacare Holdings Limited in Durban in October of 2011.    

Can you describe briefly what your current job entails?
Aspen is one of the few listed companies in Durban so I am, of course, responsible for its compliance with JSE Listings Requirements. The application of King III requirements throughout the Group falls within my remit and I also take care of the standard duties ascribed to company secretaries such as statutory compliance, share scheme administration, administration of corporate policies and procedures, board and committee administration and ensuring that directors are suitably informed of changes in corporate legislation and regulations. As Group Governance Officer I have been tasked with the implementation of an effective ethics management programme throughout the Group and to act as the custodian of the Group’s ethical standards. I also assist the Deputy Group Chief Executive with other aspects such as coordinating the compilation of the Group’s annual integrated report and ensuring that the Group’s governance structures, both in South Africa and offshore, remain relevant and appropriate.

What do enjoy about your career? What are your greatest challenges from day to day?
Every day is different and brings its own challenges – it is exhilarating to be part of a dynamic company aimed at growth and, at times, it can be quite intimidating just to keep up with the extent of that growth. I would say that interacting with different people on a daily basis (from very distinguished business leaders to shop floor employees) and getting to understand and appreciate the different views that they have is my favourite aspect of the job.  My challenges mostly revolve in being able to manage my day as I had initially planned it!

Why did you choose the CSSA qualification/how has the course contributed to your career?
Corporate governance and its importance has fascinated me since the corporate scandals and collapses of the early 2000s – I was astonished to see how corporate greed, a disregard for ethics and the failure to observe basic governance standards could impact on communities and, in certain instances, entire economies. Corporate governance as a discipline has, of course, gained traction ever since then and has, along with sustainable development, become an essential element of doing business, encompassing almost all aspects of how companies are operated and managed. It is also closely aligned to the application of legal principles and, for me and my legal background, it followed as a natural career choice in something I was sincerely interested in. 

Why would you recommend the qualification to others?
If you have any interest in a career as a company secretary or in business administration this is the qualification for you – it provides the theoretical and practical skills required for the increasing demands being placed on those charged with ensuring that proper corporate governance is practiced in business. Well-managed companies and their shareholders are increasingly seeing the importance of this.

What is your view on the role of the Chartered Secretary in the work place of today?
I don’t think I would be exaggerating when I say that company secretaries, and the increased responsibilities they have within corporations, have never been as prominent and important as they are now. This appears to be an increasing trend as evidenced by the latest requirements announced by the JSE in respect of the assessment of the qualifications and competence of company secretaries required from the boards of listed companies. The provisions of the new Companies Act and King III have also reaffirmed the crucial role company secretaries play in companies. The company secretary’s ability to act independently and in the best interests of the company and its shareholders is getting more and more attention from regulators and legislators and I will not be amazed if more material legislative prescriptions in this regard will follow in the not too distant future. 

Any inspirational anecdotes for fellow members and students?  
There are other company secretaries who loath doing minutes – you are not alone!   

How do you enjoy spending your leisure time?
I try to spend as much time as I have left with my wife and kids. Occasionally I will play the Weekend Warrior on my mountain bike and try not to injure myself too badly! 



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  Craig Humphreys, FCIS
  Company secretary, Investec
  Asset Management (Africa)

Western Cape

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I completed my CSSA qualification at Varsity College in Durban, following an accounting diploma at the then Natal Technikon. My early working career included being a divisional accountant and finance manager for an SME business. In 2001, my wife and I commenced an adventure to yonder shores (UK). After “paying my UK school fees” undertaking routine management accounting work at Aviva Insurance’s global HQ, I managed to get onto a small project team tasked with simplifying Aviva’s corporate structure. Much hard work resulted in the liquidation of almost 200 companies in under two years. The due diligence thereof cemented my desire to transition into the company secretarial arena. I then fast tracked this transition by getting involved in a small mining group where we took privately owned, offshore registered mining projects and floated them on the AIM and TSX markets and then provided a range of business and management services. My final UK role culminated in my appointment as Group Company Secretary for Just Retirement, a specialist UK financial services provider to those at or in retirement. Yet another interesting experience was this company being bought out by Europe’s largest private equity firm and delisting.

After 10 glorious years in the UK, I decided it was time to bring my two young boys back home to experience a real Africa upbringing (the sunshine and wide open spaces were incidentally also attractive!). Last year I was appointed as the Company Secretary for Investec Asset Management covering the Africa region.

Can you describe briefly what your current job entails?
I am responsible for providing a full company secretarial service to the Africa registered companies forming part of Investec Asset Management’s global business. This includes full servicing of numerous boards and committees as well as all related company secretarial statutory and administration activities. I am part of a global team of company secretaries, and so maintain that international exposure.

What do enjoy about your career? What are your greatest challenges from day to day?
I relish the variety of activities available to company secretaries; not one day is the same. I enjoy having many touch points across the whole business and being a reliable facilitator of best practice. Day-to-day challenges include managing expectations of those very same touch points and also embedding my local knowledge, none of which is insurmountable.

Why did you choose the CSSA qualification/how has the course contributed to your career?
The CSSA qualification provided a wide scope of employment opportunities, rather than being pigeon holed into one specialist area. My qualification and election to Fellow status has certainly contributed positively to my career by opening more doors. This coupled with some great work experience has kept me in the building.

Why would you recommend the qualification to others?
The wide range of skills will ensure that you are best placed to make and understand good commercial decisions, whilst having due regard to good governance and best practice.

What is your view on the role of the Chartered Secretary in the work place of today?
Unfortunately, there are still some who think that Chartered Secretaries are merely meeting scribes. The evolving global governance issues are challenging this view and it is incumbent on us all to promote the real value we can add to employers for the benefit of all stakeholders.

Any inspirational anecdotes for fellow members and students?  
For fellow members: “It always seems impossible until it’s done.” – Nelson Mandela.
For fellow students: “If you are going through hell, keep going.” – Winston Churchill.

How do you enjoy spending your leisure time?
Appreciating blue skies and having fun with my young boys outdoors usually including a braai.



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140 delegates gather at the Wanderers conference venue Cynthia Schoeman, MD, Ethics Monitoring & Management Services (Pty) Ltd
Professor Michael Katz addresses a packed conference hall on the topic Zubair Wadee, Partner/Director PricewaterhouseCoopers, Convenor of judges (CSSA Annual Report Awards) deals with the topic of Integrated Reporting
Sandi Linford, Group Company Secretary Vodacom Group Ltd; Carina Wessels, President of Chartered Secretaries and Group Company Secretary Exxaro Resources Ltd and Carin Pimenta, Exxaro Resources Ltd Stephen Sadie, CEO Chartered Secretaries; Tshediso Matona, Director General of the Department of Public Enterprises and Chris Gibbons, MC

The fourth Premier Corporate Governance Conference took place on 13 to 14 September 2012 at the Wanderers Club in Johannesburg.

The Conference, with the theme “A New Landscape for Corporate Governance: living with the Companies Act and King III” addressed a wide range of topics covering all the aspects of the Companies Act, 2008, and King III such as the duties and responsibilities of directors; the role of the company secretary; shareholder rights and communication; ethical issues and public sector governance.

A host of renowned speakers shared their experience and knowledge with 140 delegates.

For all the speakers’ presentations and the gallery visit our website - click here


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The 2008 Companies Act (the new act) defines a prescribed officer as:

A person who, within a company, performs any function that has been designated by the Minister in terms of section 66(10).”

The definition is important because the new act extends to prescribed officers the obligations which a director owes to a company under section 75 and 76, and thus the risk of liability that is described in section 77.

Unfortunately the Minister did not designate any functions in the ordinary sense when he exercised his powers under section 66(10). Regulation 38 describes a prescribed officer in the following terms:

“Despite not being a director of a particular company, a person is a ‘prescribed officer’ of the company for all purposes of the Act if that person —

  1. exercises general executive control over and management of the whole, or a significant portion, of the business and activities of the company; or
  2. regularly participates to a material degree in the exercise of general executive control over and management of the whole, or a significant portion, of the business and activities of the company.”

The phrase “general executive control” is not defined nor has the term been considered by our courts. There is also a similar lack of clarity with part (b) of the designation.

Hence the question, what is a prescribed officer?

I suppose the question could just as easily be asked whether regulation 38 is a proper exercise of the Minister's powers under section 66(10) and thus whether prescribed officers in fact exist under South African law at the present time. I don't think the Minister has properly exercised his powers but this is only my opinion. This is a further addition to the growing pile of questions which will have to be dealt with by the legislature or the courts.

In the meantime we need to try and make some sense of this. So what can one say about the definition of a prescribed officer?

I think the definition is very narrow, bearing in mind the issue it is trying to address. I am referring to the idea that companies must be managed by or under the direction of the board of directions. This is, I believe, what is meant by general executive control. The board of directors exercises general executive control in the majority of South African companies. However, this is not normally the case with the large companies and their subsidiaries that for the most part drive the South African economy. The main board of these holding companies usually supervises the professional managers who exercise executive management control. These managers may or may not be directors as well. They need not be employed or even work inside the company. It is not unusual for executive management control of a subsidiary to be exercised by employees at the group head office, the senior management of the subsidiary playing the role of functionaries with limited discretionary decision-making ability. Indeed in many cases the board of directors of these subsidiaries operates as a rubber stamp for the decisions of the main board or executive management.

I assume that the purpose of having prescribed officers is to bring those managers who exercise executive power into the same net as directors insofar as the standard of their conduct and their liability is concerned. After all if you in fact exercise the kind of power that is ordinarily exercised by the board of directors then you should be subject to the same duties and risk.

The trouble is that this is easier said than done especially in the case of corporate legislation that is intended to regulate all companies from the smallest mom and pop operation to the local presence of the largest multinational corporation.

Where do you draw the line? Do you try to bring what is in essence the exercise of power by a dominant shareholder into the net as the British, Australian and New Zealand acts have tried to do or do you limit its application to designated functions within the company as the Canadian act has done?

I think the legislature had the Canadian model in mind. The Canadian Corporations Act defines an “officer” as:

“An individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices.”
However, the Minister seems to have had other ideas and this I submit is where the problem with the present definition lies. The result in my view is a definition that is very limited in its scope.

In my opinion:

  1. The reference to “inside the company” excludes those head office officials who by the exercise of shareholder dominance in fact exercise “general executive control over and management of the whole, or a significant portion, of the business and activities of the company”.
  2. The reference to the exercise of “general executive control over and management of the whole, or a significant portion, of the business and activities of the company” excludes those senior managers who notwithstanding their titles are in fact subject to the direction and control of others. This will largely exclude the senior management of subsidiaries. Indeed in my view the definition of a prescribed officer will for the most part only have relevance in head office situations where the board does not exercise “general executive control”.
  3. It is true that part (b) of the regulation has the potential to widen the scope of the definition. However, if I am right in saying that what is meant by “general executive control” has to be determined in the context of how the board of directors exercises its powers, then part (b) merely extends the definition to those cases where a committee exercises those powers rather than an individual. Part (b) thus applies to cases where the company is run by an executive committee.

It is unfortunate that confusion exists about who is and who is not a prescribed officer. Designation has very important consequences for the employment relationship as well as the designated employee's exposure to risk. The clear line that exists between the duties owed by an employee and those owed by a director is that the former has no right to be informed and is obliged to obey the lawful instructions of his or her employer whereas the latter has a right to be informed and is obliged to exercise his or her independent judgement. It is vital that the managers and employers know in advance of the manager's enhanced rights and obligations and respect them.

It would be sensible for companies to formally recognise prescribed officers, to ensure that they receive the same consideration and status as members of the board and are insured against claims just as directors are.

The uncertainty generated by the definition means that companies are going to have to adopt a practical approach to identifying prescribed officers. Unfortunately they are going to have to do this largely unaided by any legal precedent or authority. The scheme underlying the designation of prescribed officers in the new act is unique to South Africa. The concept of a prescribed officer was a late inclusion in the development of the new act, it seems as a result at least in part of representations made by the Law Society of South Africa who complained that the bill, unlike the British companies act, made no provision for so called shadow directors. No mention was made of the term in the explanatory memorandum to the 2007 bill. It appeared in the 2008 bill but as no explanatory memorandum accompanied that bill, it is difficult to determine the thinking and purpose underlying its inclusion with any degree of confidence. Henochsburg suggests corporations could be prescribed officers and that it was intended to apply to what are termed shadow directors and the company secretary. I do not, with respect, think this can be correct. The notion of a juristic person owing duties as if it were a director does injury to the personal and inherently human nature of those duties. The duties assigned to a company secretary in section 86 are in any event inimical to the exercise or participation to a material degree in the “general executive control over and management of the whole, or a significant portion, of the business and activities of the company”. The scheme which underlies the idea behind shadow directors in the British companies act was not followed in this country so the term shadow director is also inappropriate, in my respectful opinion.

There is an urgent need for a proper analysis of exactly what is trying to be achieved with prescribed officers and a realignment of the new act to precisely meet that need. The current situation has a huge potential to place senior managers in a situation where they do not know if they are fish or fowl.

Ian Cox
Cox Attorneys – 8 August 2012


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  Emmah Chakamuka

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I was born into a family of marketers, no surprise I had my first diploma with London Chamber for Commerce and Industry (LCCI) majoring in Selling and Sales management in 2000 and I worked in for a small organisation as a marketing officer. During that time I discovered my interest in the accounting and finance field and I embarked on the journey to a CSSA qualification. I registered for IBS which was the entry level since I had no accounting background. I can say it is not any easy journey but it is worth the effort.

Can you describe briefly what your current job entails?
My job entails Asset Management, VAT and Employee Tax returns, preparing monthly journals, preparing monthly general Ledger reconciliations, preparing monthly financial statements and audit file preparation. I enjoy my job so much. I am currently working for Tshikululu Social Investments, a Corporate Social Investment organisation, which has given me the opportunity to utilise the skills that I have learnt from my CSSA studies. 

Why would you recommend the qualification to others?
I would recommend the CSSA qualification to others because it is an internationally recognised qualification that provides broad skills in governance, secretaryship and finance. Even as entrepreneurs, I believe that to be successful in business a person should have knowledge of the business environment, compliance and finance management. The CSSA qualification provides all this knowledge and at a higher level.

Why did you choose the CSSA qualification/how has the course contributed to your career?
I am a member of the staff forum committee at Tshikululu Social Investments and the knowledge that I got from studying CSSA helps me to represent the employees with a better understanding because it is such a broad qualification that can equip anybody for the work environment. 

What is your view on the role of the Chartered Secretary in the work place of today?
The Chartered Secretary has a big role to play in today’s business. Being the corporate governance watchdog is a position that is beyond taking minutes during meetings. I believe it is a driving position that drives the whole organistation since it involves giving guidance and advice to the directors of the company who are decision-makers. Globally speaking the position of a company secretary has risen from the backdoor to be an echoing voice in the business platform. The introduction of the new Companies Act and King III in South Africa has strengthened the importance of the company secretary in today’s business environment.

Being a member of a professional body that is recognised not only in South Africa but in many other countries in the world gives you much confidence. Having realised that anyone can have a degree, it is important to stand out and what differentiates a person in the work or business environment is how professional you are. The other advantage of being a member of the CSSA is that you will always be up-to-date with new developments through the Continuous Professional Development programmes that are offered by the Institute. 

How do you enjoy spending your leisure time?
For leisure, I enjoy spending time with my family; I have three of the most amazing daughters and they determine how I spend my leisure time. Sometimes shopping (retail therapy) is a good excuse.


  Nyhof Penderis, ACIS

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
After I matriculated in 1998 I studied full time at Tygerberg College (now Northlink College) and obtained two national diplomas and one higher certificate, which were provided by the Institute of Administration and Commerce. 

In January 2002 my career started at KPMG Inc. Cape Town in the Company Secretarial Department for the Owner-Managed Businesses.

During 2003 I decided to study part time and I enrolled at Unisa and completed the Programme in Strategic Management and Corporate Governance which was provided by CSSA. 

During 2004 I joined a smaller audit firm as the scope and exposure was better and in 2009 I was offered an opportunity to join one of the clients on my portfolio, Louis Group (SA) (Pty) Ltd. This is an international family-owned property company with a diverse range of products.

Can you describe briefly what your current job entails?
My day-to-day functions include attending to all secretarial administrative work for the various companies, close corporations and trusts within the group as well as other main duties as a company secretary, ie taking minutes, scheduling meetings, etc and providing guidance to the various boards. 

What do enjoy about your career? What are your greatest challenges from day to day?
The one thing I like most about my career as a company secretary is that there is not one day that I don’t learn something new. 

Why would you recommend the qualification to others?
I can definitely recommend the CSSA qualification because once you become a member of CSSA you have access to numerous information channels, which include technical support and guidance. The Institute’s syllabus makes it possible to focus on different areas of specialisation. 

If you are a person that enjoys working under pressure in an ever-changing environment with new challenges every day, then this is the perfect career path to follow.

What is your view on the role of the Chartered Secretary in the work place of today?
The role of the Chartered Secretary is to ensure that the board and directors are guided on their responsibilities and duties and how these are carried out in the best interest of the company. 

Any inspirational anecdotes for fellow members and students?  
Never give up, work hard and remember that you need to be 100% committed as this is a hard and rigorous course, which will set you on the right path for the future.

How do you enjoy spending your leisure time?
With my son being 14 months old, there is not a lot of time to relax but we enjoy spending time with friends and family. I am fortunate enough to have a beautiful wife, who enjoys the game of golf as much as I do.

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Caribbean theme Caribbean theme
Nicky Edmunds and Sikkie Kajee capping Basil Martin Graduates and Prize Winners in the Linder Auditorium
Graduates and Prize Winners in the Linder Auditorium Carina Wessels and Raymond Pillay awarding Rayhaan Samodien who came 1st in Managing Information Systems

The Awards Ceremony took place on 19 September 2012 at the Wits School of Education, where we honoured our graduates and prize winners.  Below is the list of prize winners. Congratulations to all!

Prize Winners October 2011  May 2012
Corporate Administration Makoti Shadrack                Ruwaida Eksteen
Corporate Financial Management Robert Knox-Davies           Grant Desmond
Corporate Secretaryship    Tammy Heydenrych Jacques van Heerden
Corporate Governance No prize winner Johan Boshoff      
Financial Accounting I Linde Harrington Monique van Vuuren
Financial Accounting II Rose Katema Gayle Lacey
Financial Accounting III    No prize winner    Elizabeth Makuwerers
Management Principles Mashadi Kekana                 Promise Tshabangu
Corporate Law Iain Russell Tichoana Mushanga
Lindiwe Mkhize
Economics Tichaona Muzenda            Christine Fourie
Communication Deliwe Zireva       Mignon Vermeulen
Managing Information Systems Annemarie De Bruyn Rayhaan Samodien
General Principles of Commercial Law No prize winner    Yasmeen Anandh
Advanced Commercial Law Alida Cronje No prize winner
Strategic & Operations Management No prize winner    Xaviera Magwenzi



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Date Topic Speaker Times CPD Hours
18 October The Taxation Administration Act Diane Seccombe 08h00 – 10h30 2.5
30 October Ethics, the new fault-line of leadership Cynthia Schoeman 08h00 – 10h30 2.5


Date Topic Speaker Times CPD Hours
7 November Ethics, the new fault-line of leadership Cynthia Schoeman 08h00 – 10h30 2.5

Please refer to the website for further information.
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This is the third edition of the Chartered Secretaries Southern Africa eZine 2012. Should you have any suggestions or specific information you would like included in future editions, please revert to Janine Kusters, membership and marketing manager,