OUR GOVERNANCE

Corporate governance aligned to the King IV^TM principles

The delivery of our purpose and strategy is underpinned by our governance approach.

OUR VALUE-CREATING GOVERNANCE APPROACH

The principal purpose and object of the Institute as described in its constitution is to promote the common interests of members and associates and the public interest by enhancing the relevance, values, competence and influence of members and associates in South Africa and abroad. SAICA also subscribes to King IV’s voluntary principles and leading practices in support of this unique mandate.

Good corporate governance is achieved through the Board’s commitment to ethical and effective leadership, strategic direction setting, and appropriate oversight towards achieving the four governance outcomes of ethical culture, good performance, effective control, and legitimacy.

Good Performance

Determining strategic direction and assisting SAICA in achieving its strategic objectives in the best interest of the accountancy profession
Overseeing performance through regular reporting, specifically on the identified focus areas
Performing assessments of Board, its committees and individual directors
Investing in human capital and creating the environment in which they can apply their expertise to execute SAICA’s strategy successfully

Effective control

Ensuring that risk management policies, practices, frameworks and tolerance limits are adequately monitored
Ensuring regulatory compliance
Providing effective oversight of the internal control environment, financial management and reporting through the Audit and Risk Committee, internal audit and external audit

Legitimacy

Ensuring that the Board and its committees’ composition is optimised, outside interests are adequately disclosed, and that directors act with a fiduciary duty and in the best interest of SAICA and the accountancy profession
Delegating power to SAICA structures and committees, ensuring
- Effective engagement and involvement in the operation
- Exercising of independent and unfettered judgement and effective discharge of SAICA’s Board responsibilities
Implementing comprehensive stakeholder engagement policies and plans

Ethical culture

Ensuring executive focus on living SAICA’s values and regular engagement with employees on the values
Measuring employee performance on a two-dimensional scale, including what was delivered and how it was delivered (ethical behaviour aligned with SAICA’s values)
Fair and transparent remuneration practices

There are ongoing efforts to further embed the King IV^TM principles into the Institute’s day-to-day business activities. The Board is satisfied that the Institute is aligned with the key principles and is mindfully overseeing the application of the relevant practices.

Heightened focus areas of the Board in 2023

REVIEW OF SAICA GOVERNANCE STRUCTURE

ONBOARDING OF NEW CHIEF EXECUTIVE OFFICER

2024 PLAN FOR AN EVALUATION OF THE BOARD AND ITS COMMITTEES, CHAIRS AND INDIVIDUAL MEMBERS

OVERSIGHT OF THE PROCESS TO FORMULATE THE STRATEGY 2024−2028 – UNDERPINNED BY A STAKEHOLDER-INCLUSIVE APPROACH

OUR GOVERNANCE FRAMEWORK

The governance framework prescribed by the SAICA constitution enables the Board to oversee, assess and approve the strategic direction, financial and non-financial performance areas, resource allocation and risk appetite of the Institute. It also supports the Board in ensuring that it can hold the executive team accountable for the execution of the Institute’s strategy key performance areas.

GOVERNANCE FRAMEWORK

The SAICA Governance Framework is built to comply with the directives from various documents which are depicted below. Documents with prescriptions regarding these committees exist.

BOARD CHARTER

The SAICA Board Charter regulates the parameters within which the Board operates and ensures the application of the principles of good corporate governance in all its dealings. Additionally, the Charter sets out the roles and responsibilities of the Board and individual members, including the composition and relevant procedures of the Board, and is aligned with the provisions of the SAICA constitution.

The Charter further addresses the powers delegated to various Board committees and practices of the Board in respect of matters such as corporate governance, declarations and conflicts of interest, Board meeting documentation and procedures, including the training and evaluation of directors and members of Board committees. The Charter is reviewed annually, or as and when required during the year. In addition to the regulatory framework provided by the Charter and the terms of reference of the committees.

BOARD MEETINGS

The Board uses its meetings to discharge its governance and regulatory responsibilities. Meeting agendas follow an approved annual work plan and also provide for the inclusion of urgent non-routine matters. Meeting agendas comprise management reports on operational and financial performance as well as matters of strategy execution and risk and opportunities; governance, compliance and legal issues; and matters otherwise reserved for Board decision-making.

The Board met 12 times (includes seven special meetings) during the year at which there was 96% attendance by members (refer to www.saica.org.za for Board meeting attendance).

ACCESS TO AND FLOW OF INFORMATION

Members of the Board have unrestricted access to the Executive Committee, senior management and company information, as well as other resources required to carry out their duties and responsibilities, through the Board Secretary.

EXTERNAL ADVISORS

Access to specialist advice is available to directors at SAICA’s expense and experts are used to advise the various Board committees.

OUR BOARD