CEO's message



As 2013 draws to a close it is timely to reflect back on the year. Let’s take a look at some of the highlights of this year.

Annual Report Awards
The gala dinner for the Annual Report Awards (ARA) was held on 14 November. Once again, together with our co-hosts the JSE Limited, we have put on an impressive show. These are the longest running annual report awards in Southern Africa. We build on this proud tradition by refreshing and updating our approach every year. Integrated reporting is here to stay and South Africa, under the leadership of Mervyn King, has become a world leader in integrated reporting.

Premier Corporate Governance Conference
The Premier Corporate Governance Conference was held at the Wanderers Club on
11 - 12 September and was attended by 240 delegates. There was a strong line-up of speakers and by all accounts everybody found the conference very worthwhile.

Awards Ceremony
Approximately 200 graduates, prize winners and their families attended the Awards Ceremony on 2 September. After many years of hard work, graduation is a great achievement. The number of students continues to grow as more and more people are attracted to our qualification – the premier corporate governance qualification.

CSIA
Carina Wessels, our immediate past president, was elected as president of the Corporate Secretaries International Association (CSIA) for 2014. Just like the Springboks, we are beginning to find our form internationally. The JSE Limited has once again been ranked by the World Economic Forum as the Best Stock Exchange in the World.  Mervyn King chairs the International Integrated Reporting Council (IIRC).

Marketing
We appeared on street poles in February/March and again in June/July. We ran successful advertising campaigns for the conference, CPDs, and ARA. We appeared in a range of top magazines such as Business Brief, de Rebus, Accountancy SA and Financial Mail. We appeared biweekly in Business Day. We kept members constantly informed by emails throughout the year.

2013 has been a good year for CSSA. Much has been achieved but there is still more to be done. I wish all our readers a well-deserved break as you spend time with your loved ones over the festive season.

Best wishes,
Stephen Sadie

Issue 05
Dec 2013


In this issue

• CEO's message
• Meet one of our directors
• Members on the move
• Students in the spotlight
• Lessons from Centro
• In memoriam




Visit our website

www.icsa.co.za


Meet one of our Directors – Herman Kocks (FCIS), Group Secretary, De Beers


Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I studied law at the Universities of Stellenbosch and Johannesburg. I completed my articles and pupillage and practised as an advocate and attorney for a number of years before I entered the world of commerce a few years ago.

Can you describe briefly what your current job entails?
As Group Secretary of De Beers, I focus specifically on the corporate governance discipline within the international group, with a specific secretarial focus on the South African companies within the group.

What do enjoy about your career? What are your greatest challenges from day-to-day?
This is where law, accounting, business, economics, human nature, politics and reality meet – the challenge is to ensure compliance and sound governance at all times, without stifling or strangling business ventures and endeavours. The biggest challenge is to analyse each decision, project or business venture correctly to ensure that all legal, policy and governance requirements are met (and exceeded, where appropriate).

Why did you choose the CSSA qualification/how has the course contributed to your career?
When I decided to move from practising law to commerce, I could not find a more suitable bridging qualification to prepare me for what was waiting for me.

What is your view on the role of the Chartered Secretary in the work place of today?
The role very often is at the crossroads of extremely important and decisive business and commercial decisions, and in many instances has to help the business find the balance between competing business and commercial imperatives; and legal and governance requirements.

Any inspirational anecdotes for fellow members and students?
Sound governance starts in your own home and how you personally live life.

How do you enjoy spending your leisure time?
I enjoy spending time and socialising with family and friends.


Members on the move

Meet Jennifer Williams (ACIS)
Group Company Secretary, MBD Credit Solutions

After completing matric, dabbling in the hotel industry and returning to RSA after a stint of travelling abroad, I finally settled down at the University of Natal: Pietermaritzburg having enrolled for a Bachelor of Social Science degree majoring in economics and law. Enjoying the legal side of the degree, I ventured on to complete my LLB degree and embarked on the road to becoming a qualified practising attorney with the right of appearance in the High Court of South Africa. I was duly admitted as an attorney of the High Court (TPD Division) in 1998 and remained in practice in Pretoria and Johannesburg until October 2002. Looking for new challenges, I entered the corporate world in an initial position as legal advisor for a company in Johannesburg. During the period 2002 to 2009 the group of companies to which this company belonged afforded me a variety of legal advising, legal management, legal compliance management and legal executive roles in a variety of fields primarily in the credit industry space.

Subsequent to the merger I find myself currently employed by MBD Credit Solutions (Pty) Limited, a subsidiary of the listed company, Transaction Capital Limited. My current role is that of Group Company Secretary and Senior Group Legal Advisor responsible for corporate governance, corporate secretaryship, corporate administration, legal advisory services and contract management for the MBD Group of companies. To bolster my knowledge in these fields it became evident that the CSSA qualification was a must. I therefore registered for the Board exams in early 2012 and by the end of October 2012 had written and passed the required examinations. In February 2013, I applied for and was elected as ACIS.

The CSSA qualification has contributed to my career from a knowledge expansion point of view as well as from the point of view of opening up additional opportunities for me within my current job environment as well as being approached to consider other career options locally and abroad.

To further enhance my future global employment prospects, I am also now currently studying toward the QLTS transfer exams to enable me to be admitted as a solicitor of the Senior Courts of England and Wales.

With the expanding globalisation of law and corporate governance, the CSSA qualification has been instrumental in changing my thinking from being locally focused to being internationally focused and has helped tremendously to strengthen the role of the Company Secretary within the corporate environment.

My passion is travel and observing different cultures so while I am not working or studying I am globe-trotting across the continent, having already visited the following countries: Botswana, Zimbabwe, Mozambique, Uganda, England, Israel, France, Spain, Germany, Holland, Nepal, India, Dubai, Egypt, Qatar, China, Hong Kong and Switzerland. I intend to explore more of the world in years to come.

My inspirational quote: Be open to experiencing the present moment and..."Remember that sometimes not getting what you want is a wonderful stroke of luck." ― Dalai Lama


Members on the Move

Meet Jerry Maphalla (ACIS), Finance manager, Lonmin

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I studied for my National Diploma Wits Technikon (University Of Johannesburg) where I completed my studies cum laude and received a Technikon Medal for the Best Student in the Faculty. I am a qualified Chartered Management Accountant and an ACIS member. As Lonmin Platinum bursar, I began my practical training with the company in 2003, where I received my crucial foundational finance experience. I then occupied the following roles:

  • Admin Officer, Unit Accountant at Lonmin
  • Mine Accountant at Xstrata Alloys
  • Assistance Finance Manager at Anglo Platinum
  • Finance Manager at Lonmin

Can you describe briefly what your current job entails? 
Currently I am the Fnance Manager at Lonmin, responsible mainly for the Pandora Joint Venture (JV).  Pandora is a partnership between Lonmin, Anglo Platinum, Mvelaphanda Resources and Bapo Ba Mogale Mining Company in which Lonmin is the manager of the Joint Venture.  I am responsible for corporate governance, risk management, finance, reporting and company secretarial work for the joint venture.  Pandora Joint Venture is not an incorporated entity however we have the same compliance requirements as an incorporated entity, because two of our partners are listed on the Johannesburg Stock Exchange and one on the London Stock Exchange.

In addition to my role, I am also responsible for the execution of the social labour plan as a requirement of our mining licence.  I am the custodian of the Pandora JV assets and an adviser to the JV partners regarding finance.

What do enjoy about your career? What are your greatest challenges from day-to-day?
I enjoy the diversity of the role and the exposure it gives to me. One has to wear two hats, one looking after the interest of the partners and secondly looking after the interests of Lonmin.

My day-to-day challenge is to be able to balance all aspects of the role and ensure constant updating of my skills and knowledge. One needs to be aware of different issues and the timelines affecting the Pandora JV and be able to strike a balance when prioritising issues.

Why did you choose the CSSA qualification/how has the course contributed to your career?
I have always loved the qualification especially the subject matter it covers. The role I am in currently requires me to execute company secretarial work for the Pandora JV and the CSSA qualification has made this possible. The qualification has allowed me to function fruitfully at a board level.

Why would you recommend the qualification to others? 
Surely if you want to be a top professional company secretary, this is your one way ticket to get there!

What is your view on the role of the Chartered Secretary in the work place of today?
This is a very key role in any organisation as the Chartered Secretary directs the conversations of the organisation and assists the board of directors in executing their duties. Without the Chartered Secretary, big companies will not function smoothly and efficiently, let alone comply with relevant acts and regulations.

Any inspirational anecdotes for fellow members and students?
Never stop learning to remain relevant. An opportunity will always come dressed in overalls, so don’t hesitate to work hard!

How do you enjoy spending your leisure time?
My family comes first to me, and I spend most of my time having fun with them. 


Students in the spotlight – Be inspired!

Meet Russel Mulamula, Limpopo Provincial Treasury

Kindly provide a little background on yourself – where you studied, your career path, where you currently work?
I started my tertiary studies with a BCom Accounting. I completed first and second year before I changed my career path and enrolled with CSSA. Currently I am a board exam student with CSSA and I’m also an employee of the Limpopo Provincial Treasury.

Can you describe briefly what your current job entails?  
As a manager: public entities oversight, I am responsible for PFMA, treasury regulations, Companies Act compliance, Limpopo shared audit committee secretariat and advising public entities on implementation of King III and other relevant policies and prescripts. In addition I am also responsible for advising public entities to implement Auditor-General findings as well as coordinating the compilation of transversal financial policies.   

What do enjoy about your career? What are your greatest challenges from day-to-day?
As a manager: public entities oversight, my work allows me to interact at a top management level, where I play an advisory role to government departments and state-owned companies on a variety of issues. My greatest challenge is to support public entities in turning negative audit opinion from the Auditor-General to a positive opinion. One of the measures to overcome the above challenges is organising a public sector corporate governance workshop that will also deal with some of the governance challenges in Limpopo Administration (Departments and SOCs)  

Why did you choose the CSSA qualification/how has the course contributed to your career?
I chose CSSA because of my passion for governance and, in particular, good governance. I felt that CSSA, as a custodian and one of the internationally recognised governance institutions, was best suited to bridge my knowledge gap in corporate governance matters. The qualification has broadened my knowledge base on corporate governance, now I can relate theory to practice at my workplace.

Why would you recommend the qualification to others?
Looking at myself before joining CSSA and where I am now – I’m better equipped and prepared with relevant skills and knowledge to face the corporate world. I will, without a doubt, recommend it to anyone willing to acquire these much needed skills of corporate governance and administration. 

What is your view on the role of the Chartered Secretary in the work place of today?
The Chartered Secretary plays a very important role in decision-making today and ensuring a healthy balance between compliance and good governance. 

Any inspirational anecdotes for fellow members and students?
As I’m aspiring to be a Fellow the only thing I can say now is – keep the momentum going! For fellow students, the labour market is in high demand for corporate governance professionals, so strengthen your grip on this career path to arrive at your destination.  

How do you enjoy spending your leisure time?
I enjoy reading and spending time with my family in Mulamula village.


Lessons from Centro

By Natasha Bouwman
Head Secretariat, National Empowerment Fund
Technical committee member, CSSA


Good corporate governance, changes in legislation and stakeholder expectations have resulted in a heightened focus on the standard of conduct required of directors. Company Secretaries play an increasingly important role in informing directors of required standards and applicable laws.

The Companies Act introduced a defence that protects directors from liability due to a breach of their duty to act with the required degree of care, skill and diligence. The business judgement rule only affords protection if the director made or supported a decision on an informed basis, in good faith and without conflicting financial interests. It requires that the director took reasonably diligent steps to become informed about the matter and that the director had a rational basis for believing, and did believe, the decision was in the best interests of the company. The Act allows directors to rely on the performance and recommendations of certain persons such as competent employees and professionals.

As our Companies Act is fairly new, common law guidance on the business judgement rule has not yet developed and hence our courts will look to common law guidance from other jurisdictions.

In the Australian case, Australian Securities and Investments Commission v Healey (also known as the "Centro case"’, as it involved the Australian Centro Properties Group) the Australian Federal Court of Appeal held that the chief executive officer ("CEO"), non-executive directors and the chief financial officer ("CFO") were liable for a breach of their duty of care, skill and diligence by approving the financial statements that did not disclose significant matters, which distorted the actual financial position of the Centro Group.

Lessons learnt from the Centro case:

  • Not studying the financial statements and not forming an independent view, exposes directors to liability for breach of their duty of care, skill and diligence.
  • Directors should apply an inquiring mind with respect to the financial statements. “A director, whilst not an auditor, should still have a questioning mind”
  • Directors (especially non-executive directors) should acquire at least a rudimentary understanding of the business of the corporation and must apply their own knowledge of the company; as well as make an independent assessment of information or advice provided. Failing which, directors will not be able to escape liability because of reliance on the expertise of the auditors, board committees, the CEO or the CFO.
  • Due to the importance of the role of directors, greater responsibility falls upon them as their actions may have a profound effect on the community, and not just shareholders, employees and creditors.

In considering the degree of basic financial knowledge required from directors and the extent to which directors may rely on recommendations made by the CFO, the audit committee or the auditors, it is likely that our courts will have regard to principles contained in the Centro judgement.

Company Secretaries, who will play an important role to ensure that their directors are protected by the business judgement rule, should ensure that:

  • Directors are provided with sufficient information timeously to apply their minds to decisions required.
  • Minutes should clearly set out the basis upon which decisions are made to show that decisions were made on a rational basis based on the information provided.
  • Directors understand the importance of declaring and managing potential conflicts of interests. A conflict will cause that the protection afforded by the business judgement rule is not available.
  • Directors understand that they should specifically request that their dissenting votes are recorded in the minutes if they did not support the decision. Directors that do not formally dissent from the majority decision are seen as supporting the majority decision.

 


In memoriam: Jack Kevitt

Jack Kevitt died on 28 November 2013 at age 79. Jack was a member of the Cape Town branch committee in the 1970s and became branch chairman in about 1978. He was at that time Company Secretary of the Board of Executors - one of Cape Town's leading Trust Companies. He continued to provide valuable support to the Branch for many years after that and was present at most branch functions. He is remembered as being “very convivial, with a very sharp sense of humour and great company". There is also a recollection that he was a member of the tax court of South Africa. He was also involved in our examination processes at CSSA.

Jack was involved in 1976 in the establishment of the Chartered Institute of Secretaries Toastmasters Club in Cape Town and became its first President. The Club is still in existence but now operates under the banner of Taverners Toastmasters. He continued to support that Club too for many years. All in all Jack was a high profile Cape-based member of the Institute.




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This is the fifth 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