CEO's message

We are all aware of professional bodies. They come in all sorts of shapes and sizes. However, generally speaking, they all have similar characteristics. Professional bodies are meant to enhance the quality of services offered by their members. They set the standards for education of new entrants and they set the standards for the professional conduct of their members. Many of them also accredit tuition providers where aspirant members can study.

A profession needs a professional body to grow. How else would a profession grow? A professional body needs to ensure that its members stay abreast of current knowledge and skills. To this end, the professional body needs to ensure that its members follow a CPD programme. In addition, a professional body needs to protect the public and employers from members, who do not provide adequate levels of service. Normally there would be some kind of disciplinary process to be followed against errant members. Lastly, a professional body must have an appropriate qualification. It is very difficult to be a professional without an underlying qualification.

Professional bodies normally have a code of ethics by which their members should abide. In many ways, professional bodies vouch for their members and their integrity. It is best to build up an unblemished record as a professional over many years. As we all know, it takes years to develop one's integrity but this can be lost in a day. And of course, when one goes for an interview, it is expected that one's membership of a professional body would provide an edge over those candidates who don't belong to a professional body.

How do we know when a person belongs to a professional body? This can be seen by the designations after their names. For example, we are all familiar with designations such as CA (SA) and Pr. Eng. (professional engineer). CSSA has the following designations: GradICSA, ACIS (Associate) and FCIS (Fellow).

We are all acutely aware of the skills crisis in Southern Africa. Very recently, the Statistician-General, Pali Lehohla reminded us that the skills level of black African workers has not increased as it should have over the past 20 years, with the skills level of black youth aged 25 to 34 having regressed. ( 16 September 2014). The challenge for professional bodies together with other educational institutions to contribute to skills development in Southern Africa is huge.

Professionals need a home. If one thinks of a home, it is where you retire to, in the comfort of your family after a hard day's work. A home protects one from the elements be it rain or cold weather. A good example of people needing a home can be seen in the thousands of Orlando Pirates or Kaizer Chiefs supporters. In essence it is part of human nature to want to join up with other people who have similar interests.

Having described the role of professional bodies in general, I would now like to home in on CSSA as a professional body.

CSSA is a professional body for governance professionals and accountants. There are many types of governance professionals including company secretaries, risk officers, compliance officers, governance executives and legal counsel to name a few. There are also many types of accountants such as accounting officers, financial directors and management accountants. Both governance professionals and accountants are all proud to be called Chartered Secretaries.

Company secretaries have come a long way. In 1887, Lord Esher said: "A secretary is a mere servant; his position is that he has to do what he is told, and no person can assume that he has any authority to represent anything at all..." (Lord Esher MR in Barnett, Hoares & Co v. South London Tramways Co). A few years later, in 1902, Lord Macnaghten described the duties of a secretary as "of a limited and of a somewhat humble character" (Lord Macnaghten in George Whitechurch Ltd v. Cavenagh). Thank goodness we have progressed quite substantially since then! The Cadbury report in 1992 brought corporate governance to the fore. In South Africa we have progressed remarkably well with a series of King Reports: King 1(1994), King 2 (2002), King 3 (2009) and King 4, which is expected to be finalised in 2016.

As mentioned above, a professional body needs to have an underlying qualification. The CSSA qualification is a good combination of governance, accounting and law. It is an international qualification customised to the local situation. Therefore our students need to study SA law, SA tax, SA Companies Act and of course, King 3. The qualification has been around for 105 years in Southern Africa and has stood the test of time. Although CSSA has 4 programmes running from 1st year to an honours level (NQF 8), if one already has a degree, one can simply top up to make your career more competitive. To this end we have seen many people with an LLB, CA (SA), or a B. Com do the 4 board subjects i.e. corporate governance, corporate secretaryship, corporate financial management and corporate administration.

Once members are qualified, it is then incumbent on members to keep themselves abreast of the latest trends in corporate governance and accounting. CSSA organises a series of CPD events mostly in Johannesburg, Durban and Cape Town. It also organises a premier corporate governance conference each year.

CSSA is a Southern African professional body, which consists of five countries - South Africa, Botswana, Namibia, Swaziland and Lesotho. There is a lot of trade between our countries and we are inextricably linked. We are also part of an international professional body, which means that we don't pay lip service to global best practice but can draw on it in a structured way. We are part of a broader movement of governance professionals and accountants with each country striving for higher standards.

I would like to end off with an analogy. As an individual, one fights the battles of corporate governance in one's own company. One wins some battles and loses some battles. However, when these individual efforts are joined up with the individual efforts of others, the movement for better corporate governance becomes stronger and stronger. It is much like small tributaries flowing into a river. Each tributary on its own doesn't look very powerful but once all the hundreds of little tributaries flow into the big river, the current gets stronger and stronger and pushes forward. A powerful river can dislodge any obstacles in its way.

Let us as members and students of CSSA continue to build CSSA into the professional body of choice.

Best wishes,
Stephen Sadie

Issue 05
October 2014

In this issue

• CEO's message
• Members on the move
• Conference 2014
• Awards Ceremony 2014

Visit our website

Members on the move

Jacques Van Heerden- Clover Ltd, ACIS

Kindly provide a little background on yourself - where you studied, your career path, where you currently work?
I hold an LLB degree (cum laude) from the University of Pretoria and am an admitted attorney and notary. I always wanted to do commercial law and that is pretty much what I have been exposed to since I joined Werksmans in 2009. During this time I was seconded to Clover Industries Limited and became involved in the capital restructure of the Company in preparing for its listing on the Johannesburg Stock Exchange.

In 2010 I joined Clover as Manager: Legal Services and assistant Company Secretary, and was promoted to Group Legal Manager and Group Company Secretary in 2012. In September 2014, I became a member of Clover's executive committee, responsible for public relations, the implementation of new acquisitions and strategic projects in addition to my existing portfolio.

Can you describe briefly what your current job entails?

My portfolio includes overseeing all contractual and other legal matters concerning the Company. In addition, I am also responsible for providing the Board of Directors with guidance on various corporate governance compliance issues, in line with the JSE Listings Requirements, the King Code on Corporate Governance, the Companies Act, etc.

As Company Secretary, my duties include preparing the schedule and agenda of board and committee meetings for the financial year. I'm also responsible for the production of the annual report and ensuring that the Company's policies and instructions are communicated to the relevant persons in the company. More recently, my portfolio was expanded to include public relations, the implementation of new acquisitions and strategic projects as mentioned above.

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

Every day at Clover is insightful and enjoyable and being appointed as Company Secretary of a listed entity has been a privilege. Because of my position, I'm at the cutting edge of legal, corporate governance, strategic and funding matters concerning the business. I get to spend a lot of time with various captains of industry, which is very exciting and inspirational. But with this privilege comes a lot of responsibility. A lot of what I oversee and do on a daily basis impacts directly on the Company's reputation and share price.

The work is stimulating but requires long hours and total dedication.

Why did you choose the CSSA qualification/how has the course contributed to your career?
Combing my law degree with the CSSA qualification allowed me to enter into the corporate world as a Company Secretary. It allowed me to continue working in the field I most enjoyed whilst studying further. The qualification placed me in a position where a lot of hard work opened a number of exciting career opportunities.

Why would you recommend the qualification to others?

Because the duties of a Company Secretary are so wide, it provides the incumbent vast and stimulating growth opportunities in a number of specialisations. A CSSA qualification provides the platform from which one can grow further.

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

Corporate South Africa's perception of a Company Secretary has certainly changed from taking minutes at a board meeting to being a valuable information resource, guiding the board and the business on its fiduciary duties, policies and responsibility as a corporate citizen.

How do you enjoy spending your leisure time?
My first priority outside work is to spend time with my family, especially my little daughter. I'm also a keen mountain biker and have completed a number of Sani to Sea events. I'm currently training for the Cape Epic next year.

Members on the move

Pitso Mokoena - Sentech, FCIS

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

After completion of matric in 1995 I later enrolled with CSSA in 1998 and completed in May 2003. I am happy to announce that I am product of the CSSA Mentor bursary scheme. The scheme paid for my studies from the beginning until the end. I am humbled and have a great respect for this Institute that has built me and provided me with the key to success.

After graduation I joined a firm of Auditors called Sithole Incorporated, where I began my career as the Company Secretary Consultant. I moved around over the years and worked at companies such as Vunani Ltd as a Company Secretary, MTN as a Company Secretary Coordinator, and am currently working at SENTECH as a Company Secretary Specialist since 2011.

Can you describe briefly what your current job entails?

Work entails drawing up the annual work plan for the Board and its Committees, ensuring implementation of the plan throughout the financial period, updating the Board and Committees' charters, administration of Board and Committee meetings, Statutory maintenance and ensuring that the entity is adhering to good governance. And of course, providing advice to the Board and its Committees.

What do enjoy about your career?
In my career one remains knowledgeable and informed about the strategic direction taken by the company at all times, I enjoy being in the front seat.

What are your greatest challenges from day-to-day?
Having to meet stringent deadlines and following up on Executives in relation to key decisions and actions makes my schedule a hectic one.

Why did you choose the CSSA qualification/how has the course contributed to your career?
I chose the CSSA qualification after a long research period. I always wanted to study something more relevant and practical. I then found out about the CSSA qualification which was so unpopular at the time. Since then I have never looked back and I remained focused till the end. I am happy to proclaim that the CSSA status has bolstered my confidence and elevated me to greater heights. I am now able to coordinate the activities of the Board with ease and ensure delivery. The designation "FCIS" speaks a lot for me with little effort from my side.

Why would you recommend the qualification to others?
CSSA is a powerful qualification which is practical and relevant to business' needs. The structure of the qualification is such that a graduate is able to apply their minds and perform optimally in any situation.

How do you enjoy spending your leisure time?
I am a family person and value family life, thus I enjoy my leisure time by hanging around my immediate family at home and often visiting my parents.

Conference 2014

6th Premier Corporate Governance Conference
By Saras Chinsamy, Marketing and Membership Manager, CSSA

Once again, Chartered Secretaries Southern Africa delivered a successful conference this year. The conference was held at the Wanderers Club Johannesburg, and was well attended with over 200 delegates.

Professor Mervyn King was the keynote speaker and opened the conference by explaining broadly how stakeholder groups’ requirements and expectations are becoming significant drivers of current corporate governance thought leadership. He emphasised that corporate governance codes cannot guarantee honest executive conduct and that corporate stakeholder relations are essential to business health.

The first session was rounded off with presentations on the governance of director remuneration, by Martin Westcott, executive chairman of PE Corporate Services, followed by Martin Hopkins, partner, PWC, who presented on non-executive director practices and fees.

Mark Hodgson, industrial and corporate governance analyst at Avior Capital Markets, then presented on rating corporate practices by JSE listed companies. The morning session was concluded by Allan Greenblo, editorial director, Today’s Trustee who delivered a presentation on shareholder activism.

Marian Gaylard, partner, Questco Corporate Advisory covered the roles and responsibilities of the JSE sponsor and the impact thereof on the company secretary’s role.

Richard Foster, who is an independent governance consultant delivered a presentation that led to a panel debate on board diversity, in which the main highlights were the trend in Europe to regulate female quotas on boards; in South Africa B-BBEE legislation has led to a significant improvement in black female board representation.

A panel discussion with, Lerato Manaka, group company secretary, Barloworld Ltd, Dumisani Mtshali, company secretary, Kagiso Media Ltd, and Ronelle Kleyn, group company secretary, RBA Holdings Ltd highlighted that diversity was a concept broader than race and gender only.

The main topic highlighted was that women, especially black women, needed a string of qualifications before being employed as senior corporate executives as compared to the ease of their male counterparts achieving seniority via the proverbial “old boys club” selection pool. Succession planning was a highlighted as a desirable action for companies to use in order to find value potential by focusing on upskilling young black professionals.

The final afternoon session comprised presentations on integrated reporting by Jonathon Hanks, managing partner, Incite. This was followed by Jeffrey Revell, country manager, South Africa, Diligent Boardbooks Ltd, who presented on the human element of using board portals.

The first day concluded with a presentation by Estelle de Jager, group company secretary, Trifecta Capital Services, who dealt with the Protection of Personal Information Act. She discussed how governance in terms of information handling will now be applied, especially in terms of using the data for the purpose given and ensuring that 3rd party providers are compliant with POPI. A regulated body will be empowered to monitor all POPI requirements.

The 2nd day of the conference opened with Tsakane Ratsela, who is deputy auditor-general speaking about public sector governance. She emphasised that the core purpose of the auditor-general was to enable oversight, accountability and governance in the public sector through auditing, thereby building public confidence. This was governed by leadership, stewardship, and accountability in all areas especially when ensuring that public money was safeguarded at all times and used appropriately, economically, efficiently and effectively, in an open and honest environment.

Stephen Sadie, CEO of Chartered Secretaries Southern Africa, covered the role of professional bodies in general. He then homed in on CSSA specifically as a home for governance professionals. He touched on the governance qualification, keeping members abreast of the latest trends and joining a Southern African and International body.

Neil Kirby, director, Werksmans Attorneys, presented on aspects of information governance and highlighted more on POPI especially in terms of
• protection of information
• information management
• information privacy

He emphasised POPI’s purpose, which is that everyone has a constitutional right to privacy. He also discussed:-
• Processing regulation
• Rights & remedies to protection of personal information
• Voluntary & compulsory measures to enforce rights the onerous regulation that will prevail

Joel Wolpert, technical adviser at Chartered Secretaries Southern Africa delivered a presentation covering the job description for the 21st century company secretary, highlighting:-
• Statutory and regulatory environment
• Organisation role of the company secretary – reporting framework, responsibility and accountability
• Profile, qualifications and expectations of the company secretary to determine the level of recognition/job valuation/grading/remuneration
• Changing profile from compliance functionary to governance professional

The 2nd day’s panel discussion covering the changing role of the company secretary comprised Joel Wolpert, Natasha Bouwman, assistant company secretary, MMI Holdings Ltd, Karen Robinson, independent governance consultant & company secretary and Noriah Sepuru, company secretary of Mpact Ltd, and highlighted the changing role of the company secretary, noting that whereas in the past it was limited to minute taking and compliance but now it has become an integral part of strategic board activities.

The afternoon session included presentations by Lana van Zyl, senior manager, Governance and Surveillance Enforcement at CIPC who presented on aspects of governance in state-owned companies. This was followed by Yaniv Kleitman, senior associate, Corporate & Commercial, Cliffe Dekker Hofmeyr Inc., who presented on director delinquency and liability.

Michael Judin, senior partner, Goldman Judin Inc., ended the conference by discussing features of the much anticipated King 4 that is due to be released by 2016, which will address issues specifically relating to NGOs and SMEs. He highlighted the historical provenance of the King reports by explaining Professor Mervyn King’s role in launching King 1 following a request from the late president Nelson Mandela.

A big thank you must go to all the sponsors: Business Day, Diligent Boardbooks, Trifecta Capital Services and Computershare as well as the various exhibitors present at the conference.

Stephen Sadie (CEO CSSA) with Colette Diamond and Chris Gibbons MC)

Delegates listening attentively

Panel Discussion on the changing role of the Company Secretary

Awards Ceremony 2014

Another year, another group of distinguished graduates from CSSA. The Awards Ceremony for 2014 took place at the Linder Auditorium, Wits School of Education on the 22 August 2014. Around 65 students graduated with the CSSA esteemed qualification this year. Students and their families were welcomed and the excitement infused the auditorium. A notable address was delivered by the President, Zernobia Lachporia, who focused on the advancement of women in the profession as well as the opportunities that CSSA as an institute afforded her and the doors that it has opened in her career.

CEO, Stephen Sadie congratulated the graduates and spoke on how corporate governance affects every part of our society today, especially in Southern Africa. He stated that good governance guides the integrity and fabric of every organisation and that governance needs a stronger presence in all spheres in both the public and private sectors. He illustrated how poor governance at the SABC had turned the SABC from being a proud public broadcaster in the 1990s to the laughing stock that it has become today. This was evidenced by the fact that the COO did not have a matric and that he had increased his salary three times in one year.

Students commented on how honoured they are that their educational journey has come to a culmination of an internationally recognised qualification that can further their careers. A barnyard style dinner followed where everyone enjoyed music and socialising with members of the institute as well as their fellow graduates and families.

We look forward to another successful cohort of CSSA graduates next year.

CSSA President , Zernobia Lachporia

Student being capped by Johann Neethling

Students listening and waiting to graduate

This is the fifth 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,