HIGHEST STANDARDS

OF GOVERNANCE

STRATEGY, PERFORMANCE AND REPORTING

BOARD COMPOSITION: PRINCIPLE 7 APPLIED

The Board comprises the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

BOARD APPOINTMENTS/RESIGNATIONS

During 2022, three members of the Board retired by rotation at the AGM and one member resigned shortly after the AGM due to health reasons. These included Ms Patricia Stock, Ms Ilse Lubbe, Mr Bonolo Ramokhele and Ms Monica Singer.

The three vacancies created by the retirements were filled by the appointment of Mr Sibonelo Cyril Madiba, Mr Dheren Singh, and Ms Tintswalo Maggie Mofokeng. The casual vacancy was appointed by the Board and filled by Ms Alice le Roux. Following his appointment to the Board, Mr Vincent Motholo was re-appointed as the Chairperson of the SAICA Board.
With regard to the committees, the following changes are noted:

  • Mr Vincent Motholo was re-appointed as Chairperson of the Nominations and Governance Committee.
  • Ms Brenda Tsvetu was appointed as Chairperson of the Audit and Risk Committee and a member of the Education and Assessment Committee.
  • Mr Sibonelo Cyril Madiba was appointed as a member of the Social Ethics and Transformation Committee and Digital Transformation Governance Committee.
  • Mr Dheren Singh was appointed as a member of the Human Resources and Remuneration Committee and Digital Transformation Governance Committee.
  • Ms Tintswalo Mofokeng was appointed as a member of the Audit and Risk Committee and the Human Resources and Remuneration Committee.
  • Mr Jacobus Swanepoel was appointed as Chairperson of the Education and Assessment Committee and a member of the Nominations and Governance Committee and Social Ethics and Transformation Committee.
  • Ms Yasmin Forbes was appointed as Chairperson of the Human Resources and Remuneration Committee and as a member of the Nominations and Governance Committee.
  • Ms Alice le Roux was appointed as a member of the Social Ethics and Transformation Committee and Education and Assessment Committee.
  • Ms Babalwa Bekwa was re-appointed as Chairperson of the Digital Transformation and Governance Committee.
  • Mr Johan Du Toit was re-appointed as Chairperson of the Social, Ethics and Transformation Committee.

BOARD DIVERSITY

Race, gender, disability and diversity, relevant skills and expertise, and knowledge of the core skills of the profession enhance the composition of a truly diverse board. They also assist in achieving a sustainable competitive advantage for the profession. It is the policy of the Board that all facets of diversity will be considered in determining the optimal composition of the Board which, where possible, will be balanced appropriately.

THE RACIAL DEMOGRAPHICS ARE AS FOLLOWS:

THE GENDER DEMOGRAPHICS ARE AS FOLLOWS:

DIVERSITY OF AGE

The average age of our directors is 49 years.

Our competent, diverse and independent Board

Board composition

The Board of SAICA has 14 members, which is the maximum number of Board members provided for by the SAICA constitution. There are also 11 CAs(SA) on the Board and these members are the largest group as required by the constitution. There are three non-CAs(SA) on the Board, which is the maximum allowed by the constitution. There are three ex-officio members on the Board being the CEO, COO and President of the National Council.

CHAIRPERSON AND CEO

The roles of the Chairperson and Chief Executive Officer are clearly defined and differentiated, as set out in the SAICA Board Charter. The Chairperson of the SAICA Board is annually elected by the Board following the AGM. The SAICA constitution prescribes that the Chairperson must be an independent non-executive member of the Board with no executive or management responsibilities. He or she may also not be a member of the SAICA National Council. It is the responsibility of the Board to appoint a CEO. The CEO is delegated with authority from, and accountable to, the Board for the development and successful implementation of the Group strategy and the overall management and performance of the Institute to achieve its purpose and goals.

THE LEAD INDEPENDENT BOARD MEMBER

It is prescribed by the Constitution that the Board must appoint a Lead Independent Board Member to assist the Chairperson in the execution of their duties and such other functions as the Board may wish to delegate to the Lead Independent Board Member in the Board Charter. Like the Chairperson, the Lead Independent Board Member is annually elected by the Board following the annual AGM.

THE COUNCIL

SAICA is a member organisation, and therefore members must have a say in the governance of their Institute. As such, the SAICA National Council must represent SAICA members’ interests facilitated through input from the regional constituencies.

 

In 1980 when SAICA was established, its chief governance vehicle was a council comprising councillors appointed by each of the provincial societies (geographical representation).

 

In terms of the new constitution, a council is elected by regional and constituency bodies to represent the full spectrum of SAICA members (regional, firms, members in business, associates, interest groups, etc) taking cognisance of race, gender and disability.

 

It shall serve as an advisory forum to the Board and must:

  • Elect a president who will chair the council
  • Serve as a consultative forum and consider, apply their minds and, at the request of the Board, provide advice to the Board on matters relating to the strategy of SAICA and the CA(SA) profession and associated designations, and where appropriate, management
  • Represent SAICA members’ interests facilitated through input from the regional councils and other relevant sources to the Board and management
  • Provide input to the Board for the appointment of members to the Board
  • Consider and award lifelong and honorary life membership to members
  • Recommend changes to the professional Code of Ethics for approval by the Board

BOARD MEMBER ON-BOARDING AND INDUCTION

Induction of newly appointed directors takes place through a formalised programme facilitated by the Board Secretary and CEO through structured sessions. To ensure ongoing director development, the Board Secretary compiles a monthly governance newsletter containing Institute of Directors South Africa (IODSA) training, encouraging directors to attend at SAICA’s expense. The newsletter also contains key topics of relevance, latest trends and developments.

SEE PRINCIPLE 8: COMMITTEES OF THE BOARD

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SAICA Integrated Report 2022.
All Rights Reserved.

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SAICA Integrated Report 2022. All Rights Reserved.

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