Ezine Header

www.chartsec.co.za

CEO's message

Stephen Sadie
CEO, CSSA

It was the best of times….

"It was the best of times, it was the worst of times, it was the age of wisdom, it was the age of foolishness, it was the epoch of belief, it was the epoch of incredulity, it was the season of Light, it was the season of Darkness, it was the spring of hope, it was the winter of despair…"

A Tale of Two Cities, Charles Dickens (1859).

It seems as if Charles Dickens could have been writing about South Africa in 2016. As I reflect back on 2016, nothing captures the year we have just witnessed better than the quote from Charles Dickens. It was the best of times and it was the worst of times. We live in schizophrenic country where we go from lows to highs and back again in the same week. I have collated my choice of the best of times and the worst of times below.

We have just released the King IV Report, which is seen as one of the best corporate governance codes in the world while we have the State of Capture Report, which illustrates the worst possible excesses of corporate governance.

We are world leaders in integrated reporting. Our very own, Mervyn King, chairs the International Integrated Reporting Council, which indicates the esteem in which he is held. The winners of the Integrated Reporting Awards held on 16 November showcased some of our finest reports. In addition, some of our leading companies produce the best integrated reports in the world. On the other hand, the Auditor General's report to Parliament indicated in the 2015/16 financial year that irregular expenditure increased to R46 billion, while fruitless and wasteful expenditure increased to R1.37 billion. We live in two worlds.

We have the JSE Ltd, which has been rated the no. 1 stock exchange in the world for the past few years and we have the Guptas who have interests in many sectors of the economy including Oakbay, Tegeta, Sahara, etc. The banks who are normally eager for business don't want to do business with them.

We have Pravin Gordhan as finance minister and we have Jacob Zuma as president. Pravin Gordhan has done his best to lift South Africa's economy out of the doldrums but the president drags us back down. Due in no small part to Gordhan's efforts, we just narrowly missed a ratings downgrade to junk status from three ratings agencies. Together with low growth, one of the key issues they were concerned about was the poor corporate governance of state-owned entities. In what has been an important turning point for business, we witnessed 81 business leaders signing a pledge in support of the finance minister and making their voices heard as our ability to do business with the rest of the world is threatened.

We have a strong, independent and fearless media, which highlights critical issues on a daily basis and we have the SABC tearing itself apart. The SABC has been in and out of court so many times protecting its former Chief Operations Officer and currently has a board with one non-executive director. Instead of giving us the news, the SABC has become the news. We even have Trevor Noah and Zapiro who have won international acclaim for making us laugh at ourselves.

We have Telkom which continues to pursue a strong turnaround strategy under the leadership of Jabu Mabuza and Sipho Maseko and we have Eskom with its former CEO Brian Molefe, who spent too much time at the Saxonwold shebeen. Telkom shows how an SOC can be run with the right leadership and Eskom shows us how not to do it.

We have the former Public Protector, Thuli Madonsela on the one hand, and we have Shaun Abrahams, National Director of Public Prosecutions on the other. Thuli Madonsela's name will go down in the history books as a beacon of hope, while Shaun Abrahams dragged the finance minister to court only to withdraw the charges at the last minute as public pressure mounted.

We have a strong renewable energy sector, which has seen a considerable price drop in the last few years and has become a case study around the world yet we are committing to a nuclear power future, which South Africa does not really need and can't really afford.

Hell, even in sport we have our highs and lows. We have the Proteas, who beat Australia in the recent cricket test series and we have the Springboks, who lost to just about everyone.

Our country hangs delicately in the balance between those trying to pull us down and those trying to lift us up. I hope, as we reflect on the year gone by, our members and students will do their utmost to lift us up. It is a battle we cannot afford to lose for the sake of our children.

RECAP: The Awards Ceremony 2016

The awards ceremony took place on 3 November 2016 for the first time at the Wits Club, West Campus. Stephen Sadie congratulated all graduates and prize winners. He praised the students on their achievements and not only outlined the value of their accomplishments but also admired their commitment. David Makovah, our guest speaker, enlightened all with his words of encouragement and dedication. Thereafter approximately 185 guests enjoyed a scrumptious sit-down dinner at the Wits Club restaurant.

Graduation Pics

Meet our members

Craig Du Plessis ACIS
Construction manager, D3 Construction CC

Kindly provide a brief background on yourself – where you studied, your career path, where you currently work?

Upon leaving high school, I completed my diploma in advertising, specialising in the field of client services and executive management through the AAA school of Advertising. The urge to travel led to the following four years being spent in various countries. At the start of the new century, an opportunity arose to assist in a family-owned and run business.

Deciding to pursue a career in the construction industry, I searched for a course that would assist in a holistic understanding of business administration. Over the next 5 years, I successfully completed my international qualification through CSSA and became a GradICSA and recently an ACIS member.

Can you describe briefly what your current job entails?

I am currently working as a construction manager and administrator for D3 Construction. I am involved in the project management of construction projects as well as overseeing the administrative and compliance functions of the company.

What do enjoy about your career? What are your greatest challenges from day to day?

Being able to see the successful completion of a project, and the relationships that are built with clients are rewarding. There are numerous challenges in a project environment where deadlines are critical and legislation sometimes onerous - from labour, health and safety to various industry regulations - all the while trying to manage cost and quality. It is a juggling act that constantly requires careful attention.

Why did you choose the CSSA qualification/how has the course contributed to your career?

The CSSA qualification has assisted me in understanding the workings of an organisation and the importance of continued professional development. I have a better appreciation of the key role that administration plays in a successful business. I am proud to belong to an institution that promotes good governance and assists its members in maintaining a professional driven purpose.

Why would you recommend the qualification to others?

I believe that the qualification offered by CSSA is relevant and of value to anyone interested in pursuing their own business and applies across all industries and all career paths. It is not only for those interested in becoming a company secretary.  The study material is challenging and comprehensive.

What is your view on the role of the Chartered Secretary in the work place of today?

I view the Chartered Secretary as an essential, high calibre professional that works hard to ensure that the organisation is safe and able to continue functioning while faced with turbulent external and internal forces.

How do you enjoy spending your leisure time?

I don’t have set hours and there is always work to be done. Outside of work however, I am actively involved in community initiatives. Exercise is a lifestyle and forms part of my routine regardless of leisure time available. Family time is important and dinner table discussions essential.

Rowena Arnison ACIS, BAS
RDL Management Services

Kindly provide a brief background on yourself - where you studied, your career path, where you currently work?

Eleven years ago, after working as a recruitment consultant for a brief period, I began working as the receptionist/girl friday to a small audit practice in Rosebank, Johannesburg. As the practice grew and I became increasingly involved in the day-to-day running of the business. I decided to obtain a qualification to back up the work experience I had gained. The founding partner of the firm in Rosebank approached me to assist with setting up a new audit practice which would be a sister company to RDL Management Services, where I have worked for the past five years.

Can you describe briefly what your current job entails?

I oversee the statutory department, act as the go between the bookkeeping, accounting and tax departments and assist with the management of the practice. My duties include acting as the company secretary to a South African subsidiary of a large multinational company.

What do enjoy about your career? What are your greatest challenges from day-to-day?

The most challenging part of my job is balancing conflicting priorities. I enjoy being able to help clients navigate an increasingly bureaucratic landscape and share the knowledge I am building up.

Why did you choose the CSSA qualification/how has the course contributed to your career?
I chose the CSSA qualification as it covered a broad range of subjects suited to the demands of my position, and helped me to better understand the business environment and run a sustainable organisation.

What is your view on the role of the Chartered Secretary in the work place of today?

The Chartered Secretary of today has to act as the moral conscience of an organisation. Worldwide, there is a growing disillusionment with those in positions of governance, archaic systems and outdated ways of thinking. If a profession is to remain relevant and contribute to society meaningfully, it has to continuously and honestly examine and reinvent itself.

How do you enjoy spending your leisure time?

I enjoy all kinds of creative projects and love spending my free time with my family.

An overview of key developments in King IV

Natasha Bouwman
Non-executive director, CSSA

King IV was released on 1 November 2016 and replaces King III. Application of King IV is effective in respect of financial years starting on or after 1 April 2017. King III contained 75 principles and King IV contains 17 principles, 1 of which applies to institutional investors only. King IV assumes 16 of these principles can be applied by all organisations and all are required to validate a statement that good governance is being practised.

So what's different in King IV?

Outcomes-based approach to corporate governance
King IV follows an outcomes-based approach and requires entities to demonstrate qualitative application of good corporate governance. Lessons learnt in the past have shown that reporting on quantity does not necessarily translate into quality of corporate governance. Entities that mindfully implement practices to give effect to King IV's principles will benefit from achieving four governance outcomes, namely an ethical culture, good performance, effective control and legitimacy.

Increased transparency
King IV has a clear focus on transparency and recommends specific disclosures, amongst others in relation to executive remuneration, risk governance, ethics governance, information and technology, compliance and stakeholder governance.

Apply and Explain
King IV follows an "apply and explain" approach (as opposed to King III's "apply or explain" approach). King IV assumes application of 16 principles and strives to instil a qualitative approach and to avoid mindless compliance and a quantitative approach. Organisations should explain the practices that have been implemented to give effect to each principle and to realise the specific governance outcomes, namely ethical culture, good performance, effective control and legitimacy. Explaining application of King IV will allow stakeholders to make an informed assessment as to whether an organisation is indeed achieving the four governance outcomes.

Other highlights include:

  • King IV contains recommendations in relation to the governance of information, as well as technology.
  • Greater focus on governance in relation to remuneration, including increased shareholder approval of remuneration policy and implementation report, as well as shareholder engagement requirements.
  • The social and ethics committee's role is expanded to oversight of organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships.
  • Tax should be considered from a responsible corporate citizenship perspective and reputational repercussions should be taken into account.
  • Risk governance entails governing opportunities as well as risks.
  • Governance of stakeholder relationships is critical in the governance process
  • Classification of directors as independent follows a more practical approach. The important thing to note is that all members of the board have a legal duty to act with independence of mind in the best interests of the company. Although important, independence in appearance is only one consideration in achieving balance in the composition of the board. Indicators are given by King IV that should be considered holistically to assessing independence for classification purposes.
  • Group governance recommendations require specific disclosures from the holding company and subsidiary companies.
  • King IV does not prescribe the design of the assurance model and recommends that it should go beyond the technical definitions of assurance.
  • Emphasis on the concept of integrated thinking, as integrated reporting is an outcome of integrated thinking.

Canny Manjoro ACIS
Assistant Company Secretary, Land & Agricultural Development Bank of South Africa

Kindly provide a brief background on yourself - where you studied, your career path, where you currently work?

  • Studied at Marist Brothers Nyanga, Zimbabwe, University of Cambridge.
  • Trained at Deloitte and Touché, Mutare Zimbabwe for seven years (Trainee Bookkeeper).
  • Worked at Eastern Platinum limited (Canadian Company) as Accountant General Ledger Controls.
  • Worked for Industrial Development Group as Finance Manager and Company Secretary.
  • Consulted in Financial Accounting and Company Secretarial work for various entities.

Can you describe briefly what your current job entails?

  • Governance of board committees.
  • Management of board committees' terms of reference.
  • Supporting the company secretary in working with national treasury and portfolio committees on Land Bank matters.
  • Writing and keeping all minutes for the board and its sub-committees.
  • Advising, training and evaluating board members.
  • Managing and reporting on the finances of the board secretariat unit monthly.

What do enjoy about your career? What are your greatest challenges from day to day?

  • Governance is about ethics. It's about maintaining a clean conscience in business dealings, and it's about doing the right thing.
  • The aspects above affect our whole being as human beings and I enjoy that aspect about my job because it makes me focus on doing and thinking upright things daily.
  • My job makes me live with a clean conscience and I go to sleep with peace every day because I support corporate ethics, which have become extinct in the hearts of most of those who lead us.

What are your greatest challenges from day-to-day?

  • The major challenge is that the job involves the need for executives and board members to act ethically for the sake of their own good conscience. Unfortunately because of greed and personal agendas, mankind has lost that essence. Given that the desire to be corrupt and greedy emanates from the heart, it is often difficult to tame the powers that be to be upright.
  • In our endeavours as company secretaries to instil upright behaviour, we are limited because both power and money lie on the side of those that we need to manage and that makes the job complex.
  • Working for a state-owned company also presents challenges in terms of the demands of the sole shareholder desiring to maintain political mileage at the expense of corporate business ethics.

Why did you choose the CSSA qualification/how has the course contributed to your career?

  • I love good governance.
  • The course is rewarding.
  • It allows me to explore various fields in finance and management accounting.
  • It is well respected and recognised internationally.

Why would you recommend the qualification to others?

Mainly because ethics needs to be managed in this corrupt world. Only the company secretary has the correct background to manage that aspect of business, which is crucial to promote real growth and equity in the economy.

What is your view on the role of the Chartered Secretary in the work place of today?

Manage clean business dealings.

Any inspirational anecdotes for fellow members and students?

  • We are the gatekeepers of good and upright business practices. We are known for that. We cannot afford to be found on the other side of the fence. We cannot afford to let our guard down.
  • "I never said it would be easy, but I maintain that it's worth it".

How do you enjoy spending your leisure time?

I enjoy cricket, lawn tennis and swimming and I love gardening.


Clement Mogongwa ACIS, B Com, B. Compt (Hons)
Portfolio Financial Manager, Vukile Property Fund

Kindly provide a brief background on yourself - where you studied, your career path, where you currently work?

I am the eldest child in a family of 5 and I grew up working on farms and doing garden work during school holidays to raise pocket money. We were raised by a single mother with the help of our grandmother. I started my schooling at Mmatlakitso Primary School, in the village called Itireleng in the North West Province. I completed my high school years at Batswana High, in Mahikeng, the capital city of North West. 

Can you describe briefly what your current job entails?

I joined SEBO (Sefalana Employee Benefits Organisation) as a management trainee after completion of my studies, then worked as an accountant in the property division;

  • Served my articles with PriceWaterhouseCoopers – in Mahikeng;
  • Worked for a printing company, Craft Press – Mahikeng, as an accountant;
  • Relocated to Johannesburg in 1998 and worked as a student accountant at Wits Technikon
  • My biggest exposure came in 2001 when I joined Dijalo Property Services as a financial manager, overseeing Human Resource, IT and Finance functions.

We managed various landlord properties, and reported on the performance of our clients' portfolio. I served as a board member as part of my role at Dijalo, at a company called DDP Valuers. I joined Sanlam Properties in 2007, as a portfolio financial manager, who sold their asset management business to Vukile Property Fund Limited and I have been with Vukile since.

What do enjoy about your career? What are your greatest challenges from day to day?

At Vukile I worked in various roles with the title of financial manager. I was the company secretary of the Sanlam Properties (Pty) Ltd subsidiary companies, responsible for secretarial matters, including the preparation of board packs. I assisted our group company secretary with the risk and compliance reports and the insurance functions on our property portfolio. Recently, the role changed to that of portfolio finance.

What are your greatest challenges from day-to-day?

I had the opportunity to work with some of the well-known property specialists in the industry, and the past president of CSSA (Johann Neethling) is my colleague. The challenges are those of having to keep abreast with new developments in the industry. Thanks to the CPD programmes held by the Institute, I am able to keep up-to-date with my profession. It is a continuous challenge to ensure that tight deadlines are met and being able to take the heat from your colleagues when push comes to shove is never easy.

Why did you choose the CSSA qualification/how has the course contributed to your career?

As you progress higher in the hierarchy of your profession, your roles incorporate more strategic challenges and corporate governance becomes your day-to-day tool to succeed. This qualification assists one in understanding how the board of directors, both executive and non-executive, are supposed to function and how their behavior and decisions impact on the company and the various stakeholders. It's an eye opener, as you start reading and listening to business news from a 'good' background.

I am of the view that with all that is going on in the country, we need to recruit and train more students in this line of study. We need to have CSSA students 'deployed' in every company and government department to ensure that we promote the principles of good corporate governance, for the sake of a better future for all. This qualification gave me a good foundation of understanding how meetings are supposed to be run, the role of directors and the do's and don'ts of running businesses in line with the King Code, the JSE Listings Requirements and the Companies Act.

What is your view on the role of the Chartered Secretary in the work place of today?

Without this function companies will find themselves wanting. One wonders if as company secretaries enough is being done when it comes to:

  • Strategic decisions or lack thereof, that might affect the trust of our stakeholders in future in board meetings by the board of directors;
  • The Independence of company secretaries in board meetings and their contribution when directors are silent or turn a blind eye to some of the decisions or lack thereof, that might have a negative impact on the brand of the entity and the sustainability in future;
  • The question of dominant individual board members, how we deal with such individuals to have a balanced board.

It is interesting to read the newspapers and see respected individuals in society found to be wanting as they were part of the 'wrong collective' and their decisions are testing the principles of ethics and moral conduct. The trust of their board is put into question, and the company suffers reputational risk.

Any inspirational anecdotes for fellow members and students?

You are never too old or too young to study. Encourage fellow colleagues to take up this 'calling' of becoming company secretaries, as the society needs them more than ever. Your moral and ethical behavior can never be separated from your work and private life, your principles as a company secretary must be within your 'genes'. You need to be seen as one who upholds the principles of good corporate governance and compliance with all applicable legislation. The best gift we can give this country of ours is a good education for our children, let this be our challenge.

How do you enjoy spending your leisure time?

Of recent, I am addicted to watching news channels. Generally, I am a movie person and enjoy travelling. I have started to read a book on emotional intelligence.

Key dates 2017

 
Opening date
Closing date
Annual registration and exam enrolment
5 January
31 March

Exemptions

5 January
31 March

Postponements

1 April
21 April
May examinations
29 May
2 June
Illness and Bereavement Postponements
29 May
9 June
   
 
Offical May exam release date
May exam release
14 July
     
 
Opening date
Closing date
Script review
14 July
28 July
Individual feedback report
14 July
28 July


Apointments Register 1
Appointment Register 2
Wishing you all the best!

This is the fourth edition of the Chartered Secretaries Southern Africa e-Zine 2016. Should you have any suggestions or specific information you would like included in future editions, please revert to the membership and marketing department, membership@chartsec.co.za.