CEO's message



Chartered Secretaries Southern Africa (CSSA) is 104 years old this year. We have stood the test of time. Earlier this year we were accepted as a registered professional body with Saqa. We hold the vice presidency of the Corporate Secretaries International Association. We are recognised by Sars as a controlling body for tax practitioners. We are members of the King Committee. We have top notch company secretaries, financial directors, accountants and governance professionals in our ranks. There has never been a better time to become a Chartered Secretary.

As the challenges in our economy and society grow around us on a daily basis, the expectation is that professional bodies will serve to improve our economy and society. Professional bodies need to make a difference in order to justify their existence. Are they providing sufficient well trained people? Are professionals making a difference to the companies they work for or the small businesses they serve? Are they adding to the ethical standards we all desire?

This edition highlights what some of our ordinary members and students do. If this strikes a chord with you, please visit our website www.icsa.co.za to see how we could help you to become a Chartered Secretary. For those with degrees, you would just need to write our four board exams i.e. corporate governance, corporate secretaryship, corporate financial management and corporate administration. Not only will this provide you with an NQF level 8 qualification (honours), it will also give you a competitive edge in your career.

I look forward to welcoming you into our ranks!

Best wishes,
Stephen Sadie




 

 

 

Issue 02
June 2013


In this issue

• CEO's message
• Members on the move
• Do you own immovable
  property in a Company or
  Close Corporation?

• From the Technical
  Adviser’s desk

• Students in the spotlight
• In memoriam:
  Willie Tichauer

• Important dates 2013
• CPD Schedule

CPD

CT
Martie Foster
08h00-10h30

CPD

JHB
Martie Foster
08h00-10h30


Results released

Premier Corporate Governance Conference



Visit our website

www.icsa.co.za


Members on the move

  Meet Norman Richards, FCIS, Group financial director at Famous Brands

Kindly provide a little background on yourself - where you studied, your career path, where you currently work?
I began my working career as an articled clerk at a small accounting firm in Pretoria, after which I had a brief spell with The SKF Ball Bearing Company as a financial accountant.

I am a twenty-one year veteran of SAB, where I served in a number of executive financial management positions, locally and internationally. After leaving SAB I started a supply chain consultancy and later in 2006 was a founding shareholder of an IT development and services company called CQuential Solutions. Here we developed the first warehouse management system to be offered as a hosted web application in the world – quite an achievement given our lack of broadband in South Africa.

In 2012 I joined Famous Brands as Change Management Executive where the brief was to redesign the business model and the organisation to bring it closer to its customers and consumers.

Following on from this I was offered the position of Group Financial Director in April 2013.

My studies include:
• FCIS
• SAB MDP (Wits Business School)
• Management Diploma (Henley)
• MBA (Henley)

Can you describe briefly what your current job entails?
Famous Brands is a JSE listed company and my role is to ensure the future financial wellbeing of the organisation. One of the key components of this is the protection of stakeholder interests by adopting good governance practices as put forward in King III.

What do enjoy about your career? What are your greatest challenges from day to day?
Famous Brands is a rapidly growing company with a high performance culture. It has an appetite to make acquisitions, integrate them into the organisation and then to drive growth. This is an area I find particularly interesting. Interactions with the analysts can also be challenging, yet interesting.

As with any listed entity, dealing with statutory and governance matters can be very challenging, particularly given the global and local economic trading conditions. There is a strong requirement for appropriate disclosure.

Would you recommend the qualification to others?
The regulatory environment in South Africa is very challenging. Reporting from South Africa’s top companies is among the best in the world, if not the best! This means that local companies have had to invest in the skills required to deliver this standard of reporting and disclosure. Chartered Secretaries are among the best-qualified professionals able to provide these skills and services.

An investment in the CSSA qualification will position candidates ideally to offer their services in helping organisations to navigate what can often be a very difficult environment. The specialist knowledge and skills acquired during completion of the qualification is a clear differentiator.

What is your view on the role of the Chartered Secretary in the work place of today?
The Company Secretary plays a vital role in business today. Apart from the many statutory and secretarial duties the Company Secretary performs, this person is also the conscience of the business with regard to reporting standards and corporate governance.

Any inspirational anecdotes for fellow members and students?
The CSSA qualification is a great stepping-stone in establishing a career. A career, like life, is a journey. One should apply the principles of continuous improvement to one’s career through ongoing learning. In today’s world, a single qualification is often not sufficient.

I would also advise that one should become immersed in the business and get to know everything there is to know about the business. This will improve one’s ability to add value to the business by doing one’s job better than anyone else can!


How do you enjoy spending your leisure time?
I spend my leisure time
• Reading
• Reflecting and thinking
• Golf
• Walking
• Travelling
• Going to the theatre
• Researching topics of interest


Members on the move

  Meet Adrienne Mattiuzzo, GradICSA, Company secretarial specialist at Hollard

Kindly provide a little background on yourself - where you studied, your career path, where you currently work?
I was very lucky in that my studies started immediately after school at Wits University, where I completed my Bachelor of Commerce majoring in Business Information Systems in 1991. I returned to Wits in 2005 to obtain my Higher Diploma (Labour Law) (with distinction), and thereafter graduated in 2012 having completed the Board exam through the Institute.

In 2009, I was at a crossroads in my life and needed direction career wise. I had worked in a number of industries but I had not found my niche. My boss at the time suggested I look into the company secretary field, as it encompassed my skills, legal knowledge and was well suited to my personality and character. I met with Stephen Sadie to learn more about the occupation and was hooked! I was fortunate when studying for the Board that I began to work at Investec Bank in a dynamic position looking after company employee share schemes. I subsequently moved to SABMiller plc looking after their employee share scheme as well as the standard company secretarial work. Both these positions gave me a great understanding of shares as well as the intricacies of working in a listed environment.

Can you describe briefly what your current job entails?
After leaving SABMiller, I joined Hollard Insurance Company in July 2012 as a company secretarial specialist looking after a number of entities in the Group. Being a private company, the environment is very different to a listed company, but, given Hollard’s complex structure, my colleagues and I are kept very much on our toes! We perform all the company secretarial functions of board administration - from the boards of the partner companies, through to the divisional boards and board committees, as well as taking care of the statutory administration. It has been fascinating to see the impact of the new Companies Act on the various entities, coupled with the financial industry regulatory requirements. Although a lot of our time is taken up with board administration and statutory and regulatory compliance, our main focus is being shifted to good governance and ensuring the board members are kept up-to-date with best practice, as well as the myriad of pieces of legislation.

What do enjoy about your career? What are your greatest challenges from day to day?
The sense of getting to the heart of the business when attending the various board meetings gives me great reward – I attend approximately fifteen every quarter. I really enjoy working in the background so that business can go ahead with their daily activities, secure in the knowledge that all company secretarial issues are taken care of. One of the greatest challenges is receiving the required documents such as ID’s, signatures and the like, within the required time frames, as these are often not seen as important by the directors and therefore are left on the backburner. This in itself presents a good opportunity to inform others of the importance of our function.

Why did you choose the CSSA qualification/how has the course contributed to your career?
This qualification seemed the logical choice progressing forward, after having spoken to Stephen. As I already held a B Com, I could shortcut the process and slot into the board curriculum straight away, which was a big plus for me. The course is invaluable for anyone contemplating a career in the company secretary field as it is comprehensive and covers all aspects of what is needed to make a success of a very rewarding career. Without this qualification, I would certainly not have ended up in one of the ‘Top Ten Companies to Work for in South Africa’!

Why would you recommend the qualification to others?
This is an amazing qualification for anyone in business, be it as a company secretary, director or administrator. The company secretary field is diverse, incorporating legal, admin and financial skills, as well as cultivating an ability to work with people across the entire structure of a company, from employees, to the chairperson and directors. The CSSA equips one to deal with all these aspects of a business both in a practical and an advisory capacity, as well as equipping one with the skills necessary to address the board, which can be quite a daunting task at the best of times.

What is your view on the role of the Chartered Secretary in the work place of today?
In my opinion, the role is not taken seriously enough. A lot of people do not know what the company or chartered secretary role entails and much less what company secretaries do. As with every occupation there are the tedious and mundane aspects, which form the basis of the position, but I believe that the company secretary should be taking more of an advisory role, especially in terms of governance. Even though it is a back office occupation, I sincerely believe that the company secretary should be a part of the Exco of a company. In a listed environment, especially where the company has any share scheme of sorts, an up-to-date, clued-up company secretarial department is vital not only to administer any share schemes but to ensure the company adheres to the listing requirements of any stock exchanges where the company is listed.

Any inspirational anecdotes for fellow members and students?

I’m not sure this is exactly inspirational but to illustrate how many people do not know what a company secretary does - I was out for dinner with a group of friends and a lady asked what I do for a living. Upon being told that I work in the company secretary department, she responded, "Oh! Does that mean you are part of the typing pool?"

How do you enjoy spending your leisure time?
Leisure time is an absolutely necessary luxury! Being a single mom of four incredible kids does not leave a lot of leisure time, but when I do have some time off, I love spending it with my kids and my fiancé. Otherwise I indulge in reading as well as handcrafts such as knitting, crocheting and sewing. I must admit that I am a little bit addicted to Facebook too!


Do you own immovable property in a Company or Close Corporation?

By Chris Wilson, FCIS, Western Cape branch chairman. Managing Director: Kilgetty Statutory Services (Pty) Ltd

Introduction to the CIPC deregistration process
We are all aware of the need to file annual returns with the Companies and Intellectual Property Commission (CIPC) and that if a company or close corporation fails to do so, the CIPC has the power, which it exercises regularly, to deregister the company or close corporation.

The CIPC confirmed on 7 May 2013 that it continues to experience residual difficulties on its annual return system and therefore will not finally deregister any company or close corporation that was referred for deregistration due to non-compliance with annual returns before 30 June 2013.

A company or close corporation, which however was deregistered or placed in the deregistration process before 24 April 2013 will continue to be deregistered.

What are the consequences?
The effect of deregistration has been described by the courts as the equivalent of death, as the company or close corporation ceases to exist and their assets pass to the state.

Should a company or close corporation be the owner of immovable property, it would not be possible for it to sell or pass transfer of the property.

What to do if the company or close corporation has been deregistered
The good news is that Section 82(4) read with Schedule 3 of the Companies Act provides that an application can be made to reinstate the registration of a company or close corporation if it was deregistered as result of non-filing of annual returns. Such reinstatement will have the effect of reviving the company or close corporation’s rights and obligations.

The CIPC will require the following documents to reinstate a company or close corporation:

• An original form CoR 40.5;
• A deed search reflecting the ownership, or non-ownership of immovable property;
• If a company or close corporation is the registered owner of immovable property at the time of its deregistration, a letter from
  the Department of Public Works and National Treasury on the reinstatement process for companies and close corporations;
• A copy of the advertisement in a local newspaper giving 21 days notice of the proposed application for re-instatement;
• An affidavit indicating the reasons for not filing the annual returns if the deregistration of the company or close corporation
  was due to non-compliance in relation to annual returns;
• Sufficient documentary proof indicating that the company or close corporation was in business or that it had any
  outstanding assets or liabilities at the time of the deregistration; and
• Upon the successful processing of the re-instatement application of the company or close corporation, all outstanding
  annual returns must be filed in order to complete the process.

It is critically important that if the company or close corporation fails to file all outstanding annual returns within 30 business days from the date of re-instatement, the CIPC will finally deregister the company or close corporation.

Department of Public Works and National Treasury requirements

The Department of Public Works and National Treasury will require the formal property description and confirmation of ownership of such property in any of the following formats before providing the CIPC letter:

• A recent print-out from DeedsWeb (an extract from the electronic data base of the Deeds Office, obtainable over the counter
  from any Deeds Office or as a subscription service); or
• A recent printout from any other recognised service provider based on information extracted from the Deeds Office; or
• Recent certification which is no older than 30 (thirty) days by a conveyancer to confirm the ownership of any properties
  held by a deregistered entity.

Conclusion
Since the process of the transfer of any property owned or purchased by such company or close corporation are effectively stayed until such company or close corporation is registered, significant delays can be expected when a deregistered company or close corporation is involved.

In light of this issue, it is even more imperative than you ensure that the company secretarial function is performed with the utmost care and attention to avoid the possible dire consequences of deregistration and that you contact a company secretarial service provider to verify the status of your company or close corporation with the CIPC.


From the Technical Adviser’s desk:

  Joel Wolpert, FCIS

Should the company secretary be classified as a "Prescribed Officer" under the Companies Act: divergent opinions?


Regulation 38 [referenced to s66 (10)] of the Companies Regulations effectively states that, despite not being a director, a person is a "prescribed officer" if that person exercises or 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.

No less venerated a publication than Henochsberg [that essential vademecum of myriad company secretaries and legal practitioners], states, in its commentary on the Companies Act [pages 28 and 335]:

"It is presumed that the company secretary will fall under the definition of ‘prescribed officer’: the role and function of a company secretary is really apparent from a review of the duties that must be performed by company secretary"

It is respectfully submitted that the authors of Henochsberg have conflated the definition of "administration" in the context of corporate organisation structure [where anything other than ‘operations’ would be construed as an ‘administration’ function], with the narrow interpretation that should be applied to the company secretary’s "administrative duties".

Administrative duties as applied to the role of the company secretary include only those duties prescribed by the Act and corporate governance practice ; they would exclude the type of duties, which would generically be connoted with the corporate "administration" function, such as : risk management, office management, financial management, personnel /facilities management etc.

Duties that would be included under the heading of "administrative duties" would comprise:
• The statutory duties in terms of s88 of the Act
• Duties as compliance officer of an employee share scheme in terms of s97 of the Act
• Corporate governance duties as outlined in King III [paragraphs 95-108]

Where a company secretary also performs other functional responsibilities [treasury, risk management, legal counsel etc.], it is only their other functional responsibilities, but not their statutory and governance ‘administrative’ responsibilities, which could be considered in determining whether they could be classified as ‘prescribed officers’.


Students in the spotlight - Be inspired!

  Meet Ilze Luttig, Legal Advisor, Clickatell

Kindly provide a little background on yourself - where you studied, your career path, where you currently work?
I studied a B Com LLB at Stellenbosch University and pursued a career as conveyancer and property specialist for a few years, but soon realised that this was not my passion. I joined a property development company as legal advisor and in 2011 I jumped at the opportunity to join Clickatell, a wireless application service provider with its head office in Silicon Valley.

Can you describe briefly what your current job entails?
My day job consists mostly of contract drafting and negotiation, corporate compliance and general legal counsel for the 9 companies in the group. We frequently undertake major global projects for the group, for example compliance with privacy and consumer laws in the countries where we operate.

What do enjoy about your career? What are your greatest challenges from day to day?
Working in such a technical and innovative industry ensures that I’m confronted with something new every day: new products, new legislation, and our expansion into Africa. There is no time for complacency; you have to stay on top of legal and industry trends and developments.

Why did you choose the CSSA qualification/how has the course contributed to your career?
I developed an interest in corporate compliance while working in a small group of connected companies and decided to study this topic. The CSSA qualification was one of the reasons for my appointment with Clickatell and why I am now responsible for the whole group’s corporate compliance.

Why would you recommend the qualification to others?
This qualification gave me a wider understanding of many aspects of business and definitely contributed to my ability to operate at a high responsibility level in a global company.

What is your view on the role of the Chartered Secretary in the work place of today?
The Chartered Secretary has a difficult job in ensuring compliance with the overabundance of codes and legislation out there; it is a challenging and specialised task.

Any inspirational anecdotes for fellow members and students?
I almost threw in the towel while studying for the Corporate Financial Management module of the board. At one point I was in tears because I just could not wrap my head around those formulas! The last time I’d seen a formula was during my second year at varsity – the cobwebs were a mile deep. Luckily, two days before the exam I remembered my old financial calculator packed away in a box – things got much easier from there.

How do you enjoy spending your leisure time?
I’m a bit of a foodie and spend much of my time eating and drinking wine with friends and family. Holidays are usually spent travelling overseas; my next trip will be to Turkey and Greece in August. I’m trying out mountain biking at the moment… we’ll see how it goes.


In memoriam: Willie Tichauer (6 January 1942 - 29 April 2013)

• FCIS FCMA ASAIPM MSAIM FCIBM
• Past President 2005
• Director CSSA
• Chairman of the Education and Examinations Committee
• Chief Examiner
• Received a  Distinguished Service award during 2001
• Passed final exams in 1962, became an Associate in 1966 and upgraded to Fellow in 1974

Ode to my dearest father: Willie Tichauer (This was written for & read to him on his 70th birthday by his daughter, Janine Sorour)

How do you begin to relate
About this man whose soul is great

Dad is my hero through & through
Kind, hardworking, generous & true.

Dad is dedicated and takes his work to heart
Giving his all to the finish from the start.
He cares for what he does & gives it of his best
He’s loyal and dependable & does all tasks with zest.
Dad’s down to earth – there’s no pie in the sky
An efficient, reliable & sensible guy.

Our father is a community man
He believes that you do, & he believes that you can! Committees, clubs & institutes
He contributes, energises & gives them roots.

He has given so much of his energy & time
To sports & education & many things fine.
Treasurer, Chairman, President, whatever,
He cares and he contributes (& he’s awfully clever)

Thousands of students have made their way
Through an education to a brighter day.
To a career where their futures are bright
To me dad is a shining light.

He’s pushed & pulled & taught them all
So that they could succeed & take up their call.
Setting assignments, extra notes, marking each night
Going that extra mile with care & foresight.

And what gives dad greatest satisfaction
Our father – the doer – the man of action
Is to see each and every student pass & do well
It gives him more happiness than I can tell.

Dad works hard, but also enjoys life,
His kids, sports & travel & his beautiful wife.

In fact.......... If you give my parents half a chance
They rock & roll and like to dance...
And while the youngsters puff & pant
My parents are on to the very next dance!

My parent’s marriage is Gibraltar rock
Around which their kids & grandchildren flock.
Their home is a home where we all can roost
And laugh & play & let our hair loose.

And as we all know very well
My parents love to travel & can tell
Of adventures they’ve had in foreign lands
Of boat trips and tours and dancing to bands!

On strong foundations not shifting silt
Are the kinds of friendships my parents have built.
They cherish those friendships & have fun with them too, They are friendships solid, loyal & true.

Dad loves his dogs & waitresses can atone
For less good service by giving dad a bone
Which dad proudly brings home to the waiting hounds
Who lick while dad pats to woofing sounds!

Sports for dad needs no mention
It gets his undevoted attention!
Wayne & him endlessly chat about cricket
About scores, each game & every wicket!

Dad used to be quite a sports-active chap
Hockey, tennis, cricket & swimming filling life’s gaps.
But now as he’s got a little older
And unfortunately messed up his shoulder
He watches & ‘referees’ with his boys
Sport TV, attending matches – his relaxation of choice!

Dad is very much a family man
Worked hard to give us kids all that he can
Everything we needed was provided
Our parents loved & nurtured & always guided.

Many memories come to mind
Of dad caring, loving & kind...

Friday night wouldn’t have been complete
Without the usual trick or treat
Dad beaming with hands behind his back
Kiddies choosing a hand for a yummy snack.

Places of interest like zoos or snake parks
Favourite outings for Sunday afternoon larks!
And holidays with extra special treats
Outings and sea and beach and eats.

Our home was always an open one
Loud & busy & lots of fun.
Neighbourhood kids find it’s the place
That’s warm & friendly, a welcoming base
To study, hang out at or have toasted cheese,
To swim, watch the stars or just be at ease.

Dad firmly believed that education
Was a necessary & important foundation
For his children to develop and grow
From which our futures & paths would flow.

Dad works hard, plays hard & is a family man
Reliable, dependable, a man who always makes a plan! Clever, kind, wise & giving
A role model during our upbringing.

My father is an example to us all
He shows how one can take up one’s call.
To be an outstanding human and soul
To live life well and excel in one’s role.

We all love, respect and admire you so dad,
Forever you are in our hearts
Your legacy lives on
Thank you for making this world a better place.


Important dates 2013
Premier Corporate Governance Conference 11 & 12 September
Awards Ceremony 2 September
Annual Report Awards 14 November

CPD schedule

Contact: brenda@icsa.co.za to make your bookings.
Telephone: +27 11 551 4014 Fax: +27 11 551 4027

Download the registration/booking form here

This is the second edition of the Chartered Secretaries Southern Africa eZine 2013. Should you have any suggestions or specific information you would like included in future editions, please revert to Janine Kusters, membership and marketing manager, Janine@icsa.co.za