CEO's message

Sport and Corporate Governance

World Cup
The Fifa world cup has come and gone. It was only four years ago that South Africa hosted the world cup. This year the world’s biggest sporting spectacle was in Brazil. Germany beat a spirited Argentinian team in the finals. Despite earlier concerns, all the stadiums were ready, even though there were last minute paint touches given to some stadiums. The mass social protests in the build up to the world cup also subsided once the games began. There have been goals galore and exciting penalty shootouts. The large levels of support for the South American teams, given their geographic proximity, provided much of the spirit at the world cup.

However an unhealthy odour seems to be emanating in terms of corporate governance from the upper echelons of Fifa. There are serious allegations that envelopes changed hands when Qatar was selected as host for the world cup in 2022. In a marked departure from the normal procedure whereby only one world cup venue is decided upon at a time, both Russia in 2018 and Qatar in 2022 were selected simultaneously. From a soccer players perspective, they must be dreading playing in temperatures of over 40 degrees celcius in the desert landscape. Sebb Blatter seems set for another term at the helm of Fifa largely through the patronage he can bestow. What is it about Fifa that there seem to be serious breaches of corporate governance at such a high level? The world’s most popular sport deserves better than this.

Not so long ago cricket’s corporate governance went through some difficult challenges. The constitution of the governing body of international cricket was radically changed in favour of India, England and Australia. The chief executive of the India’s Cricket board, the BCCI, had been in and out of court and was considered by the courts in India not fit and proper to be the head of BCCI. He also meddled unneccesarily in the selection of Haroon Lorgat as Cricket South Africa’s choice of CEO with the threat of reducing games between India and South Africa, which was in fact carried out.

Recently the Sunday Times carried a major expose of Loyisa Mtya, the CEO of Boxing South Africa. He stands accused by a whistleblower in Boxing SA of “allegedly pocketing extra cash on the side from kickbacks he takes from promoters and other licence holders” (Sunday Times, 29 June 2014).

Last year Athletics SA just about imploded under the impact of the shenanigans at board level. There are many other sporting codes where corporate governance is lacking.  It is high time that we faced the challenge of corporate governance in our sporting codes head on.  As South African’s, we love our sport and in certain codes can compete against the best in the world. Our sportsmen and sportswomen deserve better corporate governance so that they can concentrate on doing well in their sporting codes without having to worry about what is happening in the boardroom.

Best wishes,
Stephen Sadie

Issue 04
July 2014

In this issue

• CEO's message
• CSSA participates in
  the 2014 Tax Indaba

• Exciting new student
  information system

• Students in the
  spotlight - Be inspired
• Members on the move
• PPG Networking
  Session : SARS
  Single Registration

• From the Technical
  Adviser's desk

• Important dates

Visit our website

CSSA participates in the 2014 Tax Indaba

Mike Dyke chaired a discussion

The annual Tax Indaba was held from 9-13 June 2014. The Indaba was attended by 600 delegates; many of them tax practitioners from various professional bodies such as CSSA, SAICA, SAIT, CIMA and ACCA. Mike Dyke, one of our members chaired a discussion and the Indaba was attended by 28 CSSA members.

The Indaba included presentations from eminent speakers such as Prof. Chris Evans – Australian School of business, Prof. Matthew Lester – Rhodes University and Raymond Parsons – Potchefstroom Business School at North West University. Michael D’Ascenzo gave an impressive keynote address on the importance of good tax administration. Day one topics covered the route of tax related matters as well as the challenges, opportunities, viewing the legislative process and the impact it has on tax payers. Day two covered information gathering and tax administration, making provisions around penalties as well as interest. Day three covered the Australian transformation to the self-assessment system, ensuring compliance, an update on the new ombudsman as well as the ever changing environment.

Our membership coordinator, Theda Swanepoel looked after a CSSA exhibition stand. There was also an impressive CSSA hanging banner highlighting our presence at the Tax Indaba.

Exciting new student information system

We are excited to launch the new student information system. Students are now able to access their results, academic history, and financial records as well as update their information. The new student information system is an accessible portal that is a true asset for all students. Many students expressed their concern via our Facebook page. These concerns were addressed as quickly as possible and we would like to encourage all students to use Facebook as a platform for future communication. We are also in the process of acquiring a brand new fibre optic line that will eliminate any sort of bottleneck, enabling students to access their information quickly and efficiently.

We would like to encourage all students who have not yet done so to register and access the portal via our website.    

Students in the spotlight – Be inspired!

Owen Cimkolenj, Statucor

Provide a little background on yourself –where you studied and your career path to where you currently work?
I studied at Wits University for my CSSA. I had tax and accounting experience before eventually moving into the company secretarial field. I currently work at Statucor (Pty) Ltd as a company secretary consultant.

Describe briefly what your current job entails?
My current job entails attending to all statutory and corporate governance matters of clients.

What do you enjoy about your career? What are your greatest challenges from day to day?
The company secretarial field is challenging, diverse and dynamic with its ongoing changes in legislation and the new developments in corporate governance. Every day is interesting as I am learning something new

Why did you choose the CSSA qualification/how has it contributed to your career?
When I decided to further my studies, I went to Wits University to enquire about their courses and Prof. Catherine Munro recommended the CSSA course. I started my CIS studies in February 2009 and graduated in September 2013. Thereafter I responded to a position requiring my qualification and experience. I applied and was appointed as a company secretary consultant.

Would you recommend it to others?
I would highly recommend this course to others because it offers graduates a diverse and rewarding career in different fields i.e. accounting, tax, governance, consulting and company secretaryship.

What is your view of the Chartered Secretary in the work place today?
As someone once said, a company secretary is no longer someone who sits quietly in the corner taking minutes but someone who should be actively involved in the governance of a company by providing directors with sound corporate governance advice. He/she should also see to it that the company operates within the ambit of law and should report any failure on the part of the company to the board of directors.

Any inspirational anecdotes for fellow members and students?
Buddah, once said “We are what we think, all that we are arises with our thoughts, with our thoughts, we make our world”. If you put your mind to anything you can achieve it.

How do you enjoy spending your leisure time?
In my leisure time I read a lot, if I am not watching comedies. I am also an avid fan of Arsenal football club.

Members on the move

  Michael Campbell, FCIS
Investment manager, Blue Label Telecoms

Provide a little background on yourself –where you studied and your career path to where you currently work?
After 2 years national service, armed with academic paper earned in Cape Town and a burning ambition, I joined the Managing Secretaries Office of Anglo American Corporation in Johannesburg in 1981. For the next 8 years I gained enviable and invaluable experience – in matters company secretarial, corporate finance, legal and administrative.  Also, during this period, I was seconded to the HO in Botswana, primarily a De Beers facing support for the developing diamond mines.

In 1988 I was appointed Group Secretary at Samancor Limited, housing the chrome and manganese assets of the Gencor Group.  Some memorable activities include rolling out Personal Computers across the group, numerous restructurings, overseeing a reduction of share capital, and launching an (oversubscribed) issue of $100 million Eurobonds.  In 1994 Gencor acquired Billiton and soon thereafter I joined the team responsible for Billiton’s successful dual-listing in London and Johannesburg – the first corporate action of its kind in South Africa. This move ultimately led me into the evolving field of Investor Relations, where I honed a complementary set of skills, including international diplomacy, financial analysis as well as mergers and acquisitions, such as the one in 2001 which formed BHP Billiton. After stints in the stainless steel and oil and gas industries, I left the resources sector in 2008 to become involved in online trading.

Whilst my reading of the global economic cycle was poor, this led me into an understanding of virtual services and ultimately into Blue Label Telecoms - South Africa’s leader in distributing prepaid airtime and electricity.  

Describe briefly what your current job entails?

As the group’s investor relations executive, I am the uber-stakeholder relations go-to-person in upholding Blue Label’s reputation.  I have specific focus on our present and prospective institutional and retail investors, financial analysts and appropriate members of the media. We are highly entrepreneurial with operations in South Africa, the UK, India and Mexico and are listed on the JSE (mid-cap), so ensuring that a fair valuation for the group is supported through its financial and other outputs is paramount for me.

What do you enjoy about your career? What are your greatest challenges from day to day?
The coaching, mentoring, counselling and life skills gained mainly from the captains of the Anglo/De Beers and Gencor conglomerates have formed a deep impression on me and remain my cornerstone.  I have been most fortunate to work with some of the best minds in corporate South Africa – indeed the best business school ever!

So much of one’s work day is taken up in leading and guiding people – whether it’s staff or external service providers, so delivering robust and clear leadership whilst optimising one's time is a great skill. People who say they are too busy worry me – as it means they may not be balancing their lives let alone prioritising work.

Why did you choose the CSSA qualification/how has it contributed to your career?
This is the place where the disciplines of finance and law meet the best practices in admin and commerce. The CSSA qualification provides candidates with a structured development and rewards their hard work and attention to detail in a due process, whilst offering streams of electives for playing a particular strength or interest.  I do believe that personal growth, with its own rewards, surely follows.

Would you recommend it to others?
It’s a tough and rigorous course, yet this same grounding and exposure to a diverse curriculum provides an all-embracing tool-of-trade which gives one a licence to operate as a professional. The Institute doesn’t permit exclusivity or discrimination – almost anyone with a grade 12 pass, regardless of their age, can apply for enrolment.  The CSSA qualification provides a solid base for developing oneself into a top–level and high-performing professional. 

What is your view of the Chartered Secretary in the work place today?
Over years, the role of Chartered Secretary has changed from statutory administrator and now also embraces corporate governance counsel and board confidant. We are now broad-based and encapsulate a number of disciplines under this title. Much gratitude is owed to the Institute’s influence in ensuring our Board status is embodied in legislation. I am probably a good example of how my CSSA and BProc merely formed a platform enabling me to develop and diversify into peripheral fields. 

Any inspirational anecdotes for fellow members and students?
Life is a continuum, so if it is worth doing, do it professionally.

How do you enjoy spending your leisure time?

It’s important to seek a work-home-family balance. I find it very satisfying to put back into society and in particular one’s community.  I also enjoy going to musical theatre. We recently returned from a holiday along our coastline – and how exhilarating was that!

PPG Networking Session : SARS Single Registration

The Professional Practice Group (PPG) committee organises regular networking sessions for CSSA members in public practice. Most PPG members are accounting officers.

Sibusiso Ntombela (SARS), Tinty Mpye(Deputy chairman PPG Committee), Ismail Asvat (SARS)

Lutando Davids, Dion Hung, Mokwape Rabothata

Vaughan Russell, Duncan Peace, Nectarios Christodoulou, Stefano Soprani

Karyn Southgate(Vice President CSSA)

Sonia Giuricich, Stephen Sadie(CEO)

By Theda Swanepoel, Membership Coordinator

Sibusiso Ntombela was the main speaker. He holds a Bachelor’s degree majoring in Accounting from UJ.  He worked as an auditor for Courtwell International before joining SARS six years ago as a senior tax Educator within the Taxpayer Engagement Division.  His main duties entail providing education and maintaining relations with SARS stakeholders such as professional bodies on changes affecting them and their clients (taxpayers).  Sibusiso was assisted by Lerato Mokoena and Ishmail Asvat from SARS. The presentation occurred on 10 July 2014 at the CSSA office and was kept lively with questions from PPG members interacting with the presenter.

The purpose of these member forums is for members to share common work related issues, queries, difficulties and to gain some learning experiences from one another, either with or without a facilitator.  Members can discuss and help one another in an environment that is conducive to finding solutions and best practices.  Members, especially those who operate alone can gain benefit from one another’s knowledge and experience and possibly even find themselves working in tandem in certain areas.  As this initiative is aimed at benefitting members, the most popular topics are discussed at these forums.

From the Technical Adviser’s desk

By Joel Wolpert, FCIS

Another corporate governance lesson from down under!

South African corporate governance thought leadership has in the recent past resonated with the lessons learned from two Australian cases, the Centro case and the James Hardie case. Another salutary corporate governance lesson has emanated from the recent case of ASIC v Australian Property Custodian Holdings Limited, which shines a light on boardroom decision making and corporate record keeping, both highly relevant issues for company secretaries. In the context of boardroom conduct, the Court’s decision considered in detail the value of consensual decision making as against the obligation of each individual director to form and make known a clear position.

The case provided a timely reminder of the following matters:-
• The minutes recording the board meeting should record discussions of important matters.
• Those who prepare and approve board minutes are obliged to exercise a high standard of care.
• Each director is required to actively support a resolution, actively oppose it or expressly abstain from supporting or opposing it, and it is his or her responsibility to ensure that his or her will is expressed and recorded in one of those ways.
• The practice of a chairman who does not call for votes for and against but merely states “I think we are all agreed on that” and accepts silence as assent falls short of the standard required by the Court. A director’s responsibility is to ensure that his or her will is clearly expressed and accurately recorded and the responsibility is amplified with the importance of the resolution.

NOTE: The above decision highlights the importance of the role of the company secretary in recording board minutes and the role of the chairman in approving same, as well as the responsibility of each director regarding his or her participation in board discourse!

Important Dates 2014

October examinations

Annual registration and payment in full close on

31 July 2014

Exemptions, administration fee and payment in full close on

31 August 2014

Postal and fax enrolment and payment in full close on

31 August 2014

Online enrolment and payment in full close on

31 August 2014

De-registration of students

12 September 2014

Postponements and payment in full close on
(Open from 1 September 2014)

26 September 2014

Exams begin

20 October 2014

Results released

5 December 2014

Individual feedback report and payment in full close on

12 January 2015

This is the fourth edition of the Chartered Secretaries Southern Africa eZine 2014. Should you have any suggestions or specific information you would like included in future editions, please revert to the membership and marketing department,