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CEO's message

Stephen Sadie
CEO, CSSA

It has been hectic start to 2016. There have been a number of key milestones in the first quarter of 2016.

King IV
After months of work, the King IV draft has finally been released for public comment. The draft was released on 15 March 2016 and will close on 15 May 2016. I would like to encourage all of you to provide your comments on the King IV draft. Once it has been finalised, we will have to live with it for at least another seven years. Jill Parratt, our international representative, spoke on King IV at the  Institute of Chartered Secretaries and Administrators (ICSA)  conference in London on 8 March 2016. There seems to be quite a bit of interest internationally in King IV.

CSSA has always been involved in the King codes since 1994. I have served on the King Committee since I became CEO.  Clive Kneale, a former technical adviser, represented us for many years. Phil Armstrong, a past president of CSSA, was the main editor of King II. Phil Armstrong is no longer with the IFC in Washington and has been appointed the Director, Governance at Gavi International (a health organisation) in Switzerland since July 2015.

The King codes normally provoke a lot of interest on corporate governance. This is a key time to improve levels of corporate governance. King IV has reduced the number of principles from 75 to 17. King IV has broadened its reach to a range of organisations and has moved away from the words ‘company and board’ to ‘organisation and governing body’. King IV has also moved away from the ‘apply or explain’ to  the ‘apply and explain’ regime.  It is assumed that all organisations will apply the 17 principles and only explain how they are implementing them.

Public sector governance
Our public sector governance module was launched in March 2016. There has been a clear need for improved governance in the public sector, which encompasses state-owned companies, national and provincial departments, and municipalities. There is already considerable interest from the market place. Registrations will open on 1 May 2016 and the first examination will be held in October 2016. Tuition providers have been advised of this new development so that they can gear up and be ready to offer this module in June 2016 when the new semester begins.

New international curriculum
I am happy to report that the new international curriculum was approved at the Institute of Chartered Secretaries and Administrators (ICSA) council meeting on 10 - 11 March 2016 in London. This came after months of hard work by the consultant, Dr Jenny Rees from Scotland, and the five person International Standard Review Working Party (ISRWP) on which I was privileged to serve. CSSA sent detailed feedback and added a lot of value to the draft proposal. The consultant produced a final proposal for the March 2016 ICSA council meeting, which I am happy to say, was unanimously approved. This is a major step forward for ICSA given that our last curriculum has been with us since 2002. The next phase will involve finalising subject outlines and the quality assurance framework. The aim is to finalise the new curriculum by September 2016.

Commissioner of oaths
After many years of trying, our members were eventually granted commissioner of oaths status. This is something Joel Wolpert applied for a few years ago but unfortunately we were turned down. The baton was picked up last year by Lynda Eatwell, one of our long standing members, who assisted us in getting this approval from the Minister of Justice and Constitutional Development. Lynda used to be company secretary of AngloGold Ashanti and is currently assisting with company secretarial at Teba Ltd. This shows how every individual member can make us a stronger professional body.

We hope you enjoy reading this edition of the e-Zine.

Members on the move

Helen Grosvenor
FCIS, Post Grad Diploma in Business Admin (PDM), BSc (Honours)
Company secretary, Mr Price Group

Background and studies

My career path has been a long and winding one.  I started life as a scientist studying a BSc in Microbiology and Biochemistry at Rhodes University in Grahamstown. The next step was Honours in Microbiology at University of Natal, Pietermaritzburg.  With bright eyes and a bushy tail, I moved to Johannesburg and landed a job as a biochemist working on rapid diagnostic testing strips.  Four years were spent in the laboratory developing a generic urine testing strip.  By that stage, I had grown tired of the slow pace of science and wanted to step into the world of commerce.

I returned to the books and completed a one year full time Post Graduate Diploma in Management at Wits Business School.  This led me to a position as assistant company secretary for asset managers m3 Capital.  After a year, I took a detour to fulfil a lifelong dream of working and travelling overseas.  Whilst this wasn’t the most productive move from a career point of view, it was a solid life experience that I don’t regret.

Upon my return to South Africa, I moved back to be with my family in Durban and landed a position as Shares Manager of Mr Price Group.  That was in 2003 and I am still with the Group, with my position changing over time to assistant company secretary in 2009 and then company secretary in 2011.

Can you describe briefly what your current job entails?

It is my responsibility to ensure the Group remains compliant with the Companies Act, the JSE Listings Requirements and appropriately applies King III.  From an administrative perspective, I ensure that all board and committee meetings operate efficiently through compiling accurate and complete board packs for timeous distribution and producing minutes that are concise and a fair reflection of the discussions held.  I keep board and committee mandates and meeting diaries updated and aligned to governance recommendations.  In respect of the Annual General Meeting, I compile the notice and co-ordinate shareholder participation (through proxy, letter of representation or electronic means) and oversee the audit of the results. 

The company secretarial responsibility extends to the local subsidiary companies and the corporate social investment vehicle for the Group, the mrpFoundation (NPC).  In respect of the foreign subsidiaries, I am responsible for sourcing suitable local services providers and maintaining a relationship which jointly oversees compliance with local legislation.

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

The company secretary world is fast paced and dynamic - a far cry from the slowness of the laboratory.  The position permits exposure to the inner workings of a company and it is a privilege to be a part of this.  Challenges include daily juggling multiple demands and ensuring that no critical balls get dropped.  Also, the governance and legislative landscape is constantly changing and it is critical to remain abreast of how these impact the company.

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

Fairly soon after joining the Group, I saw the potential for an opportunity to ascend to company secretary  as the company secretary  at the time would be retiring in the not too distant future.  Whilst “on-the-job” learning and experience is valuable, it was clear that the backing of the professional qualification for company secretaries was equally as important.  So, in 2005, I started studying part-time and graduated in 2008.

Why would you recommend the qualification to others?

If you are serious about being a company secretary , then you need the backing of a serious and professionally recognised qualification.

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

I have heard the company secretary being described as “the proverbial fly on the wall” but that implies a passive and silent role.  To me, it is better described as being “the governance glue that holds the business together”.  The company secretary needs to ensure that all the regulatory matters are up to date and to guide the directors on what is legally and ethically acceptable.

Any inspirational anecdotes for fellow members and students?

Be true to yourself in whatever you do.

How do you enjoy spending your leisure time?

My passions include travel, photography and wine tasting - all three together is a bonus.  As a widow with two boys, my focus these days is more on quality family time and making memories.

Nompumelelo Nene
ACIS, LLB, B Com (Marketing)
Company secretary, National Lotteries Commission

Background and studies

I acquired vast work experience whilst maintaining the discipline of part-time studies to achieve my dream of being a respectable and seasoned company secretary and corporate governance expert. My experience spans over 16 years having worked at the Industrial Development Corporation, Iserved as a corporate secretarywhere aside from the standard corporate secretariat functions, I developed the Corporate Governance Framework for IDC Investee Companies that culminated in the establishment of the IDC Centre for Governance that managed the following activities:

  • Ethics Office - Ethics Awareness, Management of Conflict of Interests, Declarations
  • Director Nominations Forum - Facilitate appointment of IDC Nominee Directors to Investee Companies, Conduct Induction and Training for nominee directors
  • Corporate Governance Advisory Services - To internal clients (SBUs, Post Investment, Workout & Restructuring and Legal Departments), IDC Nominee Directors and Investee Companies
  • Pre and Post Investment Corporate Governance Reviews for IDC investee companies

I served as the assistant company secretary at Life Healthcare Group Holdings Limited, a listed company assisting the company secretary in providing secretariat services for Life Healthcare Group Holdings Board and its subsidiary companies. 

I was introduced to the practice of corporate secretaryship through AfriSam where I provided administrative support in the secretariat division. 

Previous to joining the company secretariat environment, I spent 11 years in the healthcare industry in various roles including tenders and pricing manager and product management and business administrator.

Can you describe briefly what your current job entails?

My current role is that of company secretary of the National Lotteries Commission. I am responsible for providing the full company secretariat services to the Commission and the NLC Board.

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

I enjoy the research and benchmarking I embark on in order to provide quality advice to guide members and also providing guidance in enhancing corporate governance practices within the organisation. The greatest challenge is that a company secretary’s day does not end at the traditional close of business and often spans into the late hours of the evening and early hours of the day. With support, the challenge is easily overcome.

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

The CSSA qualification is a blend of all the qualities and expertise required to fulfil the increasingly demanding role of a company secretary. A combination of the legal and CSSA qualification ensures a well-rounded professional with a legal, financial, business and administrative perspective of the secretariat function.

What is your view on the role of the Chartered Secretary in the work place of today?
The role of the Chartered Secretary is evolving and with companies promoting stakeholder engagement and responsible leadership, there is heavy reliance on the Chartered Secretary to be well versed on all areas of governance, ethics and compliance in order to ensure that the Boards they serve operate effectively.

Why would you recommend the qualification to others?

The role is fulfilling, you are at the heart of business decisions and are key in ensuring that all decisions taken by the organisation are valid, having followed the appropriate governance processes. The function is diverse and allows interaction with various business areas allowing the company secretary to operate both on a strategic and operational level.

Any inspirational anecdotes for fellow members and students?

Develop a love and skill for drafting accurate and concise minutes timeously. Appreciating the value of and the legal implications of minutes for the structures you serve, goes a long way in ensuring you deliver accurate and well drafted minutes. The role of company secretary is evolving with new demands placed on the incumbent, therefore it is necessary to invest in your continuous development.

How do you enjoy spending your leisure time?

Spending time with my family.

Gerard van der Merwe
ACIS, LLB, Bcom (Law)
Group Administration Manager, Dust-A-Side

Background and studies

My journey began on the Tukkies Campus, Pretoria.  In the faculty halls amongst B Com Law and LLB peers; this is where the roots of a wide-eyed small town boy was planted and nourished for the first 5 years of an adult life.

The next step was to be a candidate attorney at a well-known Pretoria law firm after which I was admitted as an attorney and still carry an active membership with the Law Society of the Northern Provinces.Following my articles I was appointed at Dust-A-Side (Pty) Ltd as Legal Officer for three years on South African, Mozambican and Zambian labour relations as well as ensuring compliance in terms of various legislation.

My appetite for the legal and business aspects of a corporate company grew until an opportunity was presented to write the CSSA board exams, which I successfully completed in 2015.  Soon thereafter I was promoted to Group Administration Manager, which position I currently hold. 

Can you describe briefly what your current job entails?

My functions include the duties of a company secretary as listed in section 88 of the Companies Act as well as ensuring compliance with Employment Equity and BBBEE legislation. 

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

One of my biggest challenges is to manage relationships between shareholders and directors and the interests of the group’s local and foreign investments.  Overcoming these and other challenges are made possible by applying the knowledge gained with the CSSA qualification.  This qualification has given me an in depth, practical knowledge of company law and good corporate governance practices.

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 any medium to large enterprise’s teams.  South Africa is ever increasingly becoming a regulatory mine field and from a shareholder/director’s perspective it helps to have a person who can assist you in navigating the fray.

Any inspirational anecdotes for fellow members and students?

A creed which I aspire to is -
In all your endeavors, whether in religion or your career, in parenthood or on your mountain bike, but while traversing that great unknown, always strive that it be said of you: “this was [his] finest hour”.

How do you enjoy spending your leisure time?

I consider myself to be a simple man; I enjoy the company of friends and family; I eat meat; I love music and I am thrilled when navigating the dusty dirt roads and snaking single track on my trusty two-wheeled-man-powered steed.

 

Upcoming CSSA CPDs

Region

Date

Topic area

Topic

Speaker

Time

CPD hours

Johannesburg

20 April

Secretaryship

Fundamental Transactions

Christina Pretorius

08h00 - 10h30

2.5

25 April

Governance

Workplace ethics: from theory and sound intentions to adding value

Cynthia Schoeman

08h00 - 10h30

2.5

25 May

Governance

Share buy-backs and redemptions - advanced

Christina Pretorius

08h00 - 10h30

2.5


Durban


13 April

Governance

Business ethics, anti-corruption and fraud

Sandile Khosa

08h00 - 10h30

2.5

17 May

Taxation

VAT seminar (full day)

Carmen Westermeyer

08h30 - 15h30

7


Cape Town

14 April

Taxation

E-filing

Carmen Westermeyer

13h00-15h30

2.5

 

Important dates in 2016

Exams begin 16 May
Premier Corporate Governance Conference 31 August-1 September

Awards Ceremony

29 September

Integrated Reporting Awards

16 November

Students

Public Sector Governance course

CSSA Information leaflet

This is the first 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.