Board Digest 2022

The SAICA Board met on 18 August 2022, and noted the following:

1. Stakeholder Engagement
2. The CEO’s Quarter Two Report
3. Resolutions adopted by the Board

1. Stakeholder Engagement

• As part of stakeholder engagement, the Board noted important matters presented by various structures for the Board to consider. The Board deliberated on the following:
  • Key risks and mitigations affecting the SAICA reputation and the CA(SA) brand.
  • Initiatives for SAICA to remain relevant to its existing members and attractive to prospective members.
  • Key areas to position the CA(SA) designation as a preferred qualification in the marketplace.

The CEO’s Quarter Two Report

The CEO’s Quarter Two report highlighted the following aspects:

• Member Value:
  • The stakeholder engagement channels implemented in 2021 are proving effective, with the overall Professional Health Index (PHI) only slightly decreasing by 0.98% from 72.55% in December 2021 to 71.57% in Quarter Two 2022.
• Relevance and Reputation:
  • SAICA signed a knowledge partnership agreement with the Centre for the 4th Industrial Revolution (C4IR).
  • The expanding role of SAICA as a regulator is becoming a key advocacy area, especially as it relates to the ongoing challenges experienced with SARS.
  • The Sustainability Technical Committee (STC) implementation process was finalised.
  • The joint WITS/SAICA Amazon River sustainability initiative was successfully completed.
  • IFAC invited SAICA to present Quality Management initiatives in a Professional Accounting Organisation (PAO) information exchange event hosted by IFAC and the World Bank.
  • SAICA Enterprise Development and The Hope Factory are in partnership with KPMG to launch a Socio-Economic Development (SED) flagship programme called Qalisa.
  • The following SAICA events took place:
    • Hosted the IFAC Sustainability Director.
    • In collaboration with the AGSA, SAICA hosted the 2020/21 MFMA Audit Outcomes event.
    • The inaugural SAICA Chairman’s Difference Makers Awards was a significant success.
• Growth and Transformation:
  • Work on the Learning Management System is progressing well.
  • The APC 2021 December and re-write exam results were released on 27 May 2021. A 72% pass rate was achieved for both sittings.
  • SAICA signed a memorandum of understanding with The Special Investigating Unit and North-West University to develop more forensic accountancy graduates.
• Organisational Sustainability:
  • Human Capital Strategy sessions and Employee Engagement focus group sessions are ongoing.
  • The Ushintsho project working groups continue to focus their attention on critical issues.

Resolutions adopted by the Board

The following resolutions were adopted at the meeting:

• Implementation of an Internal Audit Charter.
• Extension of the submission deadline for members’ CPD declarations.
• The minutes of SAICA’s Annual General Meeting dated 26 May 2022, including the note to Annexure A.

The following resolutions were adopted by round robin and ratified at the meeting:

• The extension of the SAICA Project Plan and Costing for the forensic audit of the recent APC exam.
• The SAICA Board Sub-committee appointments.
• The SAICA Initial Professional Development Committee (IPD) appointments.
• The SAICA Education and Assessment Committee (EAC) Terms of Reference.

We appreciate our members’ and associates’ continued support and interest in the accountancy profession and SAICA.

Regards
Vincent Mohau Motholo
Chairman: SAICA Board

The SAICA Board met on 26 May 2022, to consider / approve the following:

1. Noted the appointment of the new SAICA Board members elected at the Annual General Meeting (AGM) on 26 May 2022
2. The annual election of the Lead Independent Board member
3. The annual election of the SAICA Board Chairman, and
4. The SAICA members’ participation at the AGM

1. Noted the appointment of the new SAICA Board members elected at the AGM on 26 May 2022
   Board member rotation is a requirement stipulated in paragraph 6.2.9 of the SAICA Constitution. The following Board members have consequently retired at the AGM on 26 May 2022: Professor Ilse Lubbe, Ms. Patricia Stock, and Mr. Bonolo Ramokhele. We thank these members for their valuable contribution to the SAICA Board.
   
   The Board noted the election of Mr. Sibonelo Cyril Madiba, Mr. Dheren Singh, and Ms. Tintswalo Maggie Mofokeng at the AGM to replace the retiring Board members and welcomed these three new members to the Board.

	Mr. Sibonelo Cyril Madiba CA(SA) Cyril is a CA(SA) with 10 years’ experience in the banking and financial services industry across auditing, investment banking, finance management, change and asset-based finance. This includes an international secondment to Boston as well as to Chennai, where he developed and delivered a month-long training programme for colleagues. After spending 4½ years at PwC’s banking assurance unit, where he completed his three-year articles, Cyril joined Absa in 2013 as a product controller in CIB’s Barclays Product Control team, which focused on offshore desks based in the UK and US. A graduate of Absa’s Corporate and Investment Banking talent programme, Cyril has played an instrumental role in pivotal projects such as the Absa / Barclays separation programme. In his role as senior finance specialist within financial control focused on retail and business banking, he made key contributions towards the strengthening of the control environment. Cyril holds a Harvard Business School certificate in Entrepreneurship in Emerging Economies and is a certified life coach. He is a member of the Institute of Directors South Africa. Cyril is currently the Head of Commercial Asset Finance (CAF) for Absa’s CIB segment across the South African regions. A published author of three books, he is involved in initiatives and organisations that aid the development of others, and in particular the youth. He is a board member of the National Student Financial Aid Scheme (NSFAS) as appointed by the Minister of Higher Education, and also a member of the Information, Communications and Technology sub-committee. He has been chairperson of the Cyril Ramaphosa Education Trust Advisory Board since 2019 and is a former board member at the Youth Managers Foundation (YMF). He has also founded his own philanthropic organisations to aid career and personal development for students, unemployed graduates, and young professionals. Cyril was recognised as one of SAICA’s Top 35-under-35 finalists in 2020 and by Mail and Guardian as a Top 200 Young South African in 2021. His mission is to positively impact society such that the lives of others are improved.
	Mr. Dheren Singh Dheren is currently the CEO of Supafin, a business at the intersection of financial technology and cash flow management for SMEs. He is also a shareholder and director of Colony Campaigns, which has implemented advertising campaigns for international brands such as Coca-Cola, Nestlé and Toyota as well as Stellr, which supplies digital prepaid vouchers for brands such as Apple, Google Play and Netflix. Dheren has over seven years’ experience as an independent director. He serves as a non-executive director of Attacq’s Enterprise and Supplier Development Committee, which aims to support entrepreneurs and suppliers from previously disadvantaged backgrounds in South Africa. Attacq is a leading South African capital growth fund in the real estate sector and is listed on the Johannesburg Stock Exchange. In addition, Dheren serves as a non-executive director on the non-profit arm of the Edulife group of schools and has held various board roles in the Tritech Global group of companies. He was previously involved in the venture capital industry and made over 16 investments via Tritech Media, where he was the chief of staff and chief financial officer. Prior to joining Tritech Global, Dheren had an extensive finance career with institutions such as PricewaterhouseCoopers, Morgan Stanley, Rand Merchant Bank and Standard Chartered Bank in various areas of finance such as equity analysis, credit, acquisition and leveraged finance and mergers and acquisitions. In 2015, he was nominated as one of the Top 35-under-35 chartered accountants in South Africa.
	Ms. Tintswalo Maggie Mofokeng Tintswalo is a seasoned finance and sustainability executive with strong business acumen, having worked alongside chief executives, directors and top executives in strategic decision-making, growing organisations and organisational management. She has experience at senior management level obtained at an internationally recognised organisation and a top-tier public accounting / consulting firm, the Auditor-General of South Africa (AG) and Deloitte respectively. She has also worked at senior and executive management levels in public entities such as the Competition Commission, the Department of Public Enterprises, and the Wholesale and Retail SETA. Having partnered with UNCTAD as the focal point, she is currently working on a project focused on sustainable goal reporting in the country by private companies and how government can monitor progress made in terms of Agenda 2030. She is currently the chair of the audit committee and a member of the risk committee of the Competition Tribunal of South Africa. The organisation has won awards for integrated annual reports since she has been chairperson of the audit committee. She is also a member of the audit and risk committee for the Motor Industry Retirement Funds.

1. The annual election of the SAICA Lead Independent Board member
   The Lead Independent Board member is annually appointed at the Board meeting immediately following the AGM, as stipulated in paragraph 6.5 of the Constitution. The Board unanimously agreed to re-appoint Ms. Yasmin Forbes as the Lead Independent Board member.
2. The annual election of the SAICA Board chairman
   The chairman of the SAICA Board is elected annually at the Board meeting immediately following the AGM, as stipulated in paragraph 6.4.1 of the Constitution. The Board unanimously agreed to re-appoint Mr. Vincent Motholo as chairman.

The Board chairman is responsible for the leadership of the Board and ensures that it discharges its governance role and responsibilities.

1. SAICA members' participation at the AGM
   The SAICA Board thanks the members, management and stakeholders for their attendance and participation at the AGM, which was held on Thursday, 26 May 2022. Questions and answers raised at the AGM will be posted on the SAICA website by 9 June 2022.

We appreciate our members’ continued support and interest in the chartered accountancy profession and SAICA.

The SAICA Board held its first meetings for 2022 on 29 April and 12 May. A special meeting was further held in March to reflect on the examination processes emanating from the APC exams held in December 2021.

During these meetings, the following matters were dealt with and approved, as outlined below:

Board Approvals
The Board considered and approved the following documents, which will be considered for approval by SAICA members and associates at the Annual General Meeting (AGM), which is to be held via webcast on 26 May 2022:

• The 2021 Annual Financial Statements for the SAICA Group and Institute as well as the 2021 SAICA Integrated Report (IR), as recommended by the Audit and Risk Committee (AUDCO).

• • The Prescribed Changes to the SAICA Constitution, as recommended by the Social Ethics and Transformation Committee (SETCO).
    SAICA is a voluntary association and is registered as a non-profit organisation (NPO) under the Non-Profit Organisations Act, 71 of 1997. Registration by an NPO in terms of the NPO Act is voluntary, but if an organisation is so registered it is required to comply with the requirements set out in the Act, as well as the directions of the Director: Non-Profit Organisations (the Director). After engagement with the Director, it was accepted that there were essentially only two amendments required:

• • • the inclusion of a definition of "financial year" and a further definition defining the "financial year-end" as being 31 December of each year; and
    • the inclusion in the heading to paragraph 20 ("Winding Up") of the words "or Dissolution".

• • The Proposed candidates for appointment to the Board following the anticipated Board rotation at the AGM.
    Ms. Patricia Stock, Prof. Ilse Lubbe, and Mr. Bonolo Ramokhele are due to retire by rotation given that one-third of the Board members, excluding the ex-officio members, must retire at each AGM. The Board agreed that the proposed Board candidates (that members will need to vote for at the AGM) are Mr. Cyril Madiba, Ms. Pamella Marlowe, Mr. Dheren Singh, and Ms. Tintswalo Mofokeng. There are four candidates for the three positions that must be filled. Members should therefore vote for three candidates.
  • The External Auditors, as recommended by AUDCO in line with the Tender Recommendation.
    The appointment of Mazars South Africa with its partner MaJali Chartered Accountants will be considered by SAICA members at the AGM.

• • The Annual Board Fee, as recommended by the Human Resources and Remuneration Committee (HR REMCO).

In addition, the following matters were also approved:

• • Employees’ Percentage Salary Increases for the 2021 performance year (for payment from April 2022) as recommended by HR REMCO.
    The Board approved an inflation linked salary increase for management and an inflation linked salary increase with an adjustment to individual performance scoring for non-management employees (grades 5 to 16) in accordance with the Remuneration and Reward Policy.

• • The Short-Term Incentive (STI) for the performance year 2021 as recommended by HR REMCO.
    The Board used its discretion and approved the payment of the STI, in accordance with the Remuneration and Reward Policy, to non-management employees (grade 5 to 16). SAICA reports on the remuneration of the Executive Directors in line with Principle 14 of the King IV Report on Corporate Governance, which are included in the Integrated Report for the 2021 financial year. These reports can be found on pages 84 - 85 in the 2021 Annual Integrated Report.

• • The renewal of the Director and Officers’ Insurance cover for the period April 2022 to April 2023 for an amount of R100 million.
    The insurance covers defence costs and damages incurred in a director’s personal capacity for breach of duty and wrongful acts committed in their capacity as a fiduciary to their companies.
  • The SAICA By-laws noted important amendments in response to recommendations made by the Independent Regulatory Board for Auditors (IRBA) in the accreditation and monitoring process. Additional amendments suggested by the Discipline Unit pertaining to certain sections of the Disciplinary Code have been clarified to avoid unnecessary confusion and legal arguments.
  • Amendments to the Publication of Disciplinary Findings of guilty findings related to late submission of SAICA compliance declarations for Tax Practitioner and for general Continuing Professional Development (CPD), as well as other similar lesser instances of misconduct be removed from the SAICA website 6 (six) months after such publication is made and that such publications will state the date of the offense committed and will automatically be removed upon expiry of six (6) months of publication on the SAICA website.

Round Robin Resolutions
The following resolutions, approved by round robin, were ratified at the meeting:

• • The appointment of Mr. Piet Janse van Rensburg as a member of the Northern Region Tax Committee.
  • The appointment of Mr. Coen Stokes and Mr. Patrick Kubai as members of the Assurance Guidance Committee (AGC) that represents the small and medium practices constituency.
  • The appointment of Mr. Darrel Scott as an independent member of the Initial Professional Development (IPD) Committee and Ms. Boitumelo Mokgoko as a representative member of the African Women Chartered Accountants (AWCA).
  • The formation of the Sustainability Technical Committee (STC) as one of SAICA’s prescribed committees in the November 2021 meeting. The following appointments to the committee were approved by the Board: Mr. Benny de Lange, Mr. Thomas van Viegen, Ms. Bongiwe Mbunge, Ms. Karien Erasmus, Ms. Keketso Motjuwadi, Ms. Penelope Gregoriou, Ms. Yvette Lange, Ms. Ronell Govender, Ms. Anria van Zyl, Ms. Amanda Khoza, Ms. Kavita Pema, Mr. Paul O’ Flaherty, and Mr. Scott Williams.

On behalf of the SAICA Board, I invite all SAICA members and associates to join us for the Annual General Meeting on Thursday, 26 May 2022 at 12:00. Members are requested to join the meeting at 11:45 to establish a quorum before the AGM kicks off at 12:00. Should members not be able to attend the meeting, I kindly request that you cast your proxy votes by 12:00 on 24 May 2022.

Regards

Vincent Motholo
Chairman: SAICA Board