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Stephen Sadie
CEO, CSSA

The 2010 Fifa world cup and governance
It was exactly six years ago when South Africa hosted the 2010 Fifa World Cup. Many of us braved the cold weather to watch live soccer matches involving the world’s best teams. Those were heady days when the whole country came out to support Bafana Bafana. The flags were flying everywhere and Football Fridays took off massively. When Bafana Bafana was knocked out, many switched their support to Ghana. We had shown the world that we could organise a top class world cup. However in the past six years, a number of governance matters in both Fifa and SA have unravelled the very successful 2010 World Cup. Poor corporate governance and corruption go hand in hand. Poor corporate governance allows corruption to fester. How did poor governance and corruption spoil the wonderful 2010 world cup?

BBC Reporter
We are all aware of how Fifa imploded over the past few years. One man, more than anyone else, brought Fifa down. Andrew Jennings, a BBC reporter, spent 15 years trying to crack open the corruption at Fifa. He was banned from Fifa press conferences but he sometimes confronted Sepp Blatter in the street with his cameras turned on. He wrote two books which detail how he did it. The first one was published in 2008 titled FOUL! The Secret World of Fifa: Bribes, Vote Rigging and Ticket Scandals. The second book was published in 2015 and is titled The Dirty Game: Uncovering the Scandal at Fifa. This shows how his persistence eventually paid off. Once it became known that he was trying to crack corruption at Fifa, whistle-blowers inside Fifa were slowly passing on information to him. After he published FOUL!, the FBI requested to meet with him in London. He handed over a pile of documents that assisted in building up a case against Chuck Blazer. When Blazer was confronted, he decided to co-operate and this led to the charges against Jack Warner and many others in Fifa.

US Attorney General
The second key person was Loretta Lynch, the US Attorney General. The US was a strange place to tackle Fifa because the US is not known as a soccer playing country. It seems the anti-terrorist money laundering measures that were put in place by the US soon picked up huge amounts of money being moved through the US banking system. Obama made a powerful statement by appointing the first African American woman as Attorney General. She took office on 27 April 2015 and only 23 days later the 161 page Fifa indictment was finalised. She had started work on Fifa in 2013 as the US Attorney for the Eastern District of New York. She already had Chuck Blazer’s co-operation and he was spilling the beans. It was in the Fifa indictment that mention was made of the bribes around the 2010 world cup. There was the small matter of bundles of US currency in $10 000 stacks, which were alleged to have been handed over in a briefcase in a Paris hotel room.

Former Sunday Times editor
I have just finished reading a fascinating book by Ray Hartley titled The Big Fix: How South Africa Stole the 2010 World Cup. Hartley, a former Sunday Times editor, manages to put a number of jigsaw pieces together so that the puzzle begins to fall into place. While a number of these individual issues have been in the public domain for some time, Hartley weaves them all together into a coherent whole all the time linking what was happening in South Africa with broader Fifa dynamics. Hartley highlights the following areas of corruption and poor governance.

Friendly matches
It is common cause that the pre-world cup friendly matches were fixed by an organisation called Football4U Int’l. Wilson Raj Perumal, who is serving time in a Finland prison, has released a book titled Kelong Kings: Confessions of the World’s Most Prolific Match Fixer. He includes details on the Bafana Bafana matches whereby referees would be arranged for free for the friendly pre-world cup friendlies. In one bizarre situation a penalty that was missed was even retaken. It illustrates the naiveté of the SAFA officials in accepting this arrangement. To his credit Steve Goddard, SAFA’s head of referees refused to accept the bribe that was offered to him and on occasion, even rushed a referee to a match in his own car, to avoid using the pre-arranged referee.

Stadiums
In the original bid documents, existing stadiums were meant to be upgraded as part of fiscal discipline. However over time this all fell by the wayside as completely new stadiums were constructed. The collusion by the construction companies in building stadiums whereby it was agreed which construction companies would bid for which stadium. This meant that prices were heavily inflated. The construction of the Mbombela stadium led to killings. The land on which the Mbombela stadium was built was sold for R1 from the Matsafeni community. The speaker of the Mbombela municipality, Jimmy Mohlala, opposed the sale and other areas of corruption and was eventually gunned down. Municipalities have been burdened with paying for the upkeep of huge stadiums which are seldom used.

Jack Warner
Jack Warner was head of the Confederation of North, Central America and Caribbean Association Football (Concacaf). It held three of the fourteen votes on Fifa’s executive committee, which would decide on the host country for the 2010 world cup. After a few years, it is alleged, that Warner and Blazer, wanted their money in return for voting for SA. The US Indictment puts it as follows: “At one point, Warner also directed Co-conspirator#14 to fly to Paris, France and accept a briefcase containing bundles of US currency in US$10 000 stacks in a hotel room”. Jack Warner, the one-time history teacher made millions out of Fifa. He had an insatiable appetite for money. His partner in Concacaf, Chuck Blazer, also profited handsomely out of Fifa.

When the US Attorney General made her announcement, it was left to the SA Minister of Sport to rebuke the US for making these allegations. The argument that has been played out is that the US$10 million was to support the African diaspora. However in all the reports that were written about the legacy of the world cup, the African diaspora is hardly mentioned. The strange arrangements around making the payment to the African diaspora where it was paid in three tranches, only added to the confusion.

What started off as a wonderful achievement for SA in hosting the world cup has slowly dissipated over the years as one incident after another became public. The Fifa house of Sepp Blatter has fallen. Sepp Blatter is no more and has been banned from Fifa for 6 years. He will be an old man after 6 years and unlikely ever to return. When all the warning bells were going off about poor governance in Fifa, nobody did anything. Many individuals turned a blind eye to what was going on. South Africa eventually got snared into the wheeling and dealing of Fifa. I don’t have that warm glow that I had six years ago when I braved the cold to watch the 2010 Fifa World Cup games.

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

Members on the move

Carmen Koopman ACIS, LLB
Group company secretary and legal advisor, Howden Africa Holdings Ltd

Background and studies

I am an admitted Attorney holding an LLB degree from the University of Johannesburg. After obtaining my degree in 2005, I completed my articles at Nelson Borman Attorneys. I passed my attorney’s board exams in 2006 and proceeded to be admitted as an attorney of the High Court in 2007. In November 2008, I joined Howden Africa (a JSE listed entity) as a legal officer and was promoted to group company secretary and legal advisor in May 2011. I completed my CSSA qualification in 2015 and I have recently been elected as an associate member.

Can you describe briefly what your current job entails?

As company secretary for a JSE listed entity, I am heavily involved in legislative and regulatory compliance, King III related compliance strategies, policy development and implementation. I also get involved in labour matters, BEE code compliance strategies, risk management processes and insurance matters. A lot of my time is also spent on contractual matters (drafting, reviewing, negotiating and resolving disputes).

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

I enjoy the continuous need to develop and improve.There is always a new area to be consideredand advised upon, so the role is quite challenging and continuously tests my abilities. I also enjoy the daily engagement on complex legal and governance matters with senior executives, other lawyers and commercial teams. There is a constant need to research and investigate different aspects and this helps drive me and has me coming back for more.

I have a constant battle with time – there is always so much to do and sometimes it feels as though there are just not enough hours in the day. I wouldn’t have it any other way though, as I cannot see myself in a role that does not continuously drive me.

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

I chose to obtain my CSSA qualification in order to ensure that I had intricate knowledge and understanding of all governance related matters and to ensure that I had the correct skills to provide appropriate guidance to directors.

Why would you recommend the qualification to others?

There are a variety of interesting “roads” one could go down with the backing of this qualification.

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

Chartered secretaries help boards create sustainable businesses because without governance and regulatory compliance, a business will not stand the test of time. We are ultimately advisors who get involved in and influence a variety of areas in a business such as long-term strategies, compliance, risk management and integrated reporting (just to name a few).

Any inspirational anecdotes for fellow members and students?

Pursue your ideal no matter what. Remember that sometimes you need to fail in order to succeed – just do yourself a favour – don’t give up.

How do you enjoy spending your leisure time?

Having fun in the sun with my two amazing boys.

Meryl Venkanna
ACIS, B Com (Accounting)
Senior Statutory Consultant, FirstRand Group

Background and studies

As I was unable to study full time after completing high school, I maintained the discipline of part-time studies with UNISA. I spent the greater part of my career to date working in the accounting/auditing environment. My career gained traction in 2004, when I started working at PwC in the company secretarial team. I acquired a wealth of experience over this time and after 6 years at PwC, I moved into the banking sector, and my journey at FirstRand began. I assumed the role of a compliance officer in the company secretarial department in 2010 and was promoted to senior statutory consultant in 2015, a position I currently hold.

Can you describe briefly what your current job entails?

My function includes a wide scope of work ranging from corporate governance to company statutory work as well as compliance with regulatory requirements relating to the Companies Act, King III, JSE listings requirements and other regulatory bodies. I attend board/committee meetings and ensure correct governance proceedings at meetings and accurate recording of minutes.

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

I enjoy the diversity that the role offers and the opportunity to interact with clients and different business segments at various levels including senior management.

My daily challenges are balancing the demands of the company secretariat function and dealing with the complexities surrounding the South African regulatory minefield, while remaining efficient and effective.

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

I was drawn towards attaining a higher professional qualification and to be affiliated with an accredited institution, globally recognised as a leader in this profession. So I chose to pursue a CSSA qualification in 2015, which I successfully completed. I was elected as an associate member in March 2016.

The subject matter of this qualification has deepened my insights of the qualities and expertise as well as the strategic impact in thinking required to fulfil the increasingly demanding role of a company secretary.

What is your view on the role of the Chartered Secretary in the work place of today?
A Chartered Secretary plays a pivotal role in the corporate governance landscape, which is of paramount importance in today’s working environment. They are at the forefront of providing guidance to the boards and committees they serve to ensure organisations/companies operate effectively, building sustainable relationships, promoting stakeholder engagement and are strategic players with the vision and ability to influence the modus operandi in which companies are governed.

Why would you recommend the qualification to others?

This qualification offers a kaleidoscope of potential career paths which includes governance, company secretary, accounting officer, compliance and risk management and administrator etc. The level of exposure in this field provides endless learning capabilities and enhances your professional credibility towards a versatile and rewarding career. The CSSA qualification is internationally recognised and offers tangible benefits to members, which include technical support, continuous professional development (CPD), valuable networking opportunities, global developments and best practice in governance.

Any inspirational anecdotes for fellow members and students?

Life will always throw you challenges, so remain composed and persevere. Always stay true to yourself and your dreams. Learn from your mistakes and strive to achieve your optimal performance. Ensure that on your journey through life, you learn from every experience and make the learnings count.

How do you enjoy spending your leisure time?

I enjoy social activities with family and friends including travelling and trying out various international cuisines. I enjoy travelling with my husband, and recently my favourite travel adventure was visiting the Eiffel tower in Paris.

Students in the spotlight

Madelein Pepperell, LLB, CSSA student
Manager: Corporate services and SCM, Interfront SOC Ltd

Background and studies

I started out in retail at the age of 18 as a sales assistant and quickly realised that the working hours were not what I had in mind.

In January 1997, I was appointed as a litigation secretary at a small attorney’s firm at which time I decided to start studying part-time towards a law degree. I obtained my LLB degree during the course of 2004 from UNISA.

I was offered a position at a fishing company as a legal officer and within one year was offered the position of senior commercial officer at Oceana Brands, where I worked for approximately three years.

A small boutique law firm in the northern suburbs of Cape Town then offered me an opportunity to work as a professional assistant. In March 2012 after the expiration of my contract, I decided that I prefered the corporate / commercial side of law and applied for and was given the opportunity at Interfront SOC Ltd.

Interfront is a state-owned entity belonging to SARS and is involved in the development of customs and border software. I am part of a small but dynamic and hardworking corporate team supporting our operations division. I was appointed as the Manager: Governance, Compliance and Risk and was recently promoted to Manager: Corporate Services & SCM.

Can you describe briefly what your current job entails?

As the Manager: Corporate Services & SCM, I am responsible for legal compliance, ensuring proper governance structures are in place as well as managing our procurement division, which is very compliance driven in the public sphere. I am also responsible for organising annual meeting plans for our Board and Board committees, organising the meetings, compiling agendas, following up on matters arising, taking minutes at these meetings, distributing the minutes and supporting documents timeously for the next Board and Committee meetings.

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

What I enjoy most about my career is the daily variety and challenges, which includes the challenge of staying up-to-date on the latest developments in governance, legal matters and ensuring compliance. My greatest challenge from day-to-day is time! Timekeeping and time management can prove challenging as your time is never your own. Ad-hoc internal meetings may be scheduled at short notice and you need to know when to say no.

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

I see the CSSA qualification as an extension of my LLB degree. It’s focused on the commercial/corporate environment and provides a rounding, which any professional can benefit from. The CSSA course strengthened and augmented my legal expertise and with the knowledge and experience I have been able to gain through this course, I was able to take on more responsibilities at work. This benefits me personally as well as my employer and I can grow with confidence.

Why would you recommend the qualification to others?

I would recommend this course to anyone and everyone working within the commercial environment from directors to other professionals. It provides you with the rounding required, which you can logically apply in any job, as it sets out the methodology and supplies you with everyday working examples.

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

The Chartered Secretary is the focal point of all communication, he or she should act as the governance champion, must ensure legal compliance, must have a good understanding of all aspects of the business, must be beyond reproach, must act ethically at all times, must be able to work as part of a team or alone and must be able to interpret technical information and most importantly, deal with sensitive information in a confidential, professional and appropriate manner.

Any inspirational anecdotes for fellow members and students?

Our Board meeting was just about to commence .Everyone was already seated when I walked in. I thought that the room seemed very dark and walked over to the light switch, without checking I flicked the switch and everything went very dark and very still. It took me a few minutes to recover and realise my mistake. Well everyone in the room just packed up laughing. I quickly put the lights back on, apologised, took my seat and we proceeded with the meeting. Sometimes you just have to sit back and laugh at yourself. Don’t take everything too seriously and enjoy the ride. You have worked hard to get where you are.

How do you enjoy spending your leisure time?

I love spending time with my family and reading is an absolute passion of mine.

Hlengiwe Msibi, LLB, CSSA student
Legal advisor & company secretary, First National Bank Swaziland

Background and studies

I graduated with an LLB degree from the University of Swaziland in 2010 and thereafter served as a candidate attorney in MP Simelane Attorneys until April 2013. I was admitted as an Attorney of the High Court of Swaziland in December 2013. In that same year I joined First National Bank of Swaziland Limited as a legal collections officer. Over the years I have advanced to the position of legal officer in 2014 and legal advisor & company secretary in 2015, a position I currently hold.

Can you describe briefly what your current job entails?

  • Provide company secretarial function to the Bank;
  • Intellectual Property management;
  • Ensure that the bank adheres to the highest standards of corporate governance by conducting its business with transparency, accountability and integrity;
  • Provide legal advice to the business relating to legal complaints, compliance issues as well as project support;
  • Manage and liaise with external attorneys who attend to litigation matters of the Bank whilst ensuring that the Bank’s interests are served and protected;
  • Vetting and drafting of contracts and ensuring that the Bank’s policies are in line with applicable laws.

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

It is the challenges and opportunities for growth I am exposed to. What is more exciting is that it is not routine work and has contributed immensely towards the advancement of my technical competencies. I received the prestigious FNB CEO’s award in December last year. It is also a challenging journey in that while I need to remain risk aware as an attorney, I have to actively and expertly support the Bank’s business strategies.

The dual role (legal advisor and company secretary) I play within the company is demanding and some areas of performance become marginalized. At times some consider the role of a company secretary as being a mere scribe. They have that unfounded perception that in most instances you have nothing to do, with the expectation to always prioritize their legal advisory needs above my secretarial duties. I however strive to accomplish the desired vision and goals of my portfolio.

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

I have always had a keen interest in being a company secretary and the combination of the modules offered makes one a core resource of a company as you tend to acquire a variety of competencies. The synergies that exist between the work done by legal practitioners and company secretaries heightened my interest even further. Enrolling for the course has accelerated the process of becoming a company secretary and improved the quality of my deliverables in this function.

Why would you recommend the qualification to others?

My sole reason would be that the qualification offers more than one area from company secretary to corporate administrator, financial manager and governance manager. It is basically a four-in-one qualification.

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

I also see the company secretary as the "champion of corporate governance" and "the conscience" of the company in all its dealings and deliberations. One who proactively advises the board on emerging legislation that may impact the company and keeps up to date with regulations, corporate governance principles and legislative enactments.

Any inspirational anecdotes for fellow members and students?

There is this one anecdote I love the most

“It was the coldest winter ever. Many animals died because of the cold. The hedgehogs, realizing the situation, decided to group together to keep warm. This way they covered and protected themselves; but the quills of each one wounded their closest companions. After a while, they decided to distance themselves one from the other and they began to die, alone and frozen. So they had to make a choice: either accept the quills of their companions or disappear from the Earth. Wisely, they decided to go back to being together."

Whilst pursuing our career paths, we find our personal hedgehogs (something where our passion is and what we are best at). We still need to learn to live with and admire other peoples’ hedgehogs to achieve a common goal, regardless of their imperfections.

How do you enjoy spending your leisure time?

I enjoy spending time with my family, sightseeing and jogging.

Important dates in 2016

Script review applications 15 July
Individual feedback report applications 15 July
Premier Corporate Governance Conference 31 August-1 September

Awards Ceremony

28 September

Integrated Reporting Awards

16 November

Upcoming CSSA CPDs

Region

Date

Topic area

Topic

Speaker

Time

CPD hours

Johannesburg

7 July

Accounting

Documentation - Understanding what needs to go on file for various types of audit engagements

Caryn Maitland

08h30 - 12h30

4

14 July

Taxation

Taxation of trusts: present dispensation and proposed changes

Carmen Westermeyer

08h30 - 12h30

4

27 July

Governance

Board evaluations

Pat Mahony

08h30 - 12h30

4

23 August

Governance

Compliance and its role in corporate governance

Leanne Billett

08h30 - 12h30

4


Durban


25 July

Accounting

Documentation - Understanding what needs to go on file for various types of audit engagements

Caryn Maitland

08h30 - 12h30

4

2 August

Governance

Company law and the implications for directors and the board

Russel Meyer

08h00 - 10h30

2.5

22 August

Taxation

E-filing – SARS and dispute resolution

Carmen Westermeyer

08h00 - 12h00

4

20 September

Taxation

Taxation of trusts: present dispensation and proposed changes

Carmen Westermeyer

08h30 - 12h30

4


Cape Town

23 August

Taxation

Taxation of trusts: present dispensation and proposed changes

Carmen Westermeyer

12h00-16h00

4


Gaborone

26 July

Governance

Board evaluations

Pat Mahony

08h30 - 12h30

4

 

Premier Corporate Governance conference 2016



CSSA is running a campaign on BDTV until mid-August. Look out for our conference
advert during prime time.


Integrated Reporting Awards 2016

Students

Public Sector Governance course

This is the second 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.