HIGHEST STANDARDS

OF GOVERNANCE

HIGHEST STANDARDS OF GOVERNANCE

BOARD COMMITTEE REPORTS

Board Committee Focus 2022 and Outlook for the Year Ahead 2023

BOARD COMMITTEE REPORTS

Board Committee Focus 2022 and Outlook for the Year Ahead 2023

SOCIAL ETHICS AND TRANSFORMATION COMMITTEE (SETCO)

CHAIRPERSON – JOHAN DU TOIT

MEMBERS AS AT 31 DECEMBER 2022

  • Johan du Toit – 100% Attendance
  • Yasmin Forbes (Until 6 June 2022) – 100% Attendance
  • Ilse Lubbe (Until 26 May 2022) – 100% Attendance
  • Jacobus Swanepoel – 100% Attendance
  • Sibonelo Cyril Madiba (From 6 June 2022) – 100% Attendance
  • Alice le Roux (From 30 June 2022) – 100% Attendance

Committee purpose and how it contributes to value generation

The overarching role of the committee entails assisting the Board in providing independent oversight of assisting the Board in ensuring that the Board discharges its oversight responsibilities regarding safety, security, health, environmental, social, ethics, transformation and sustainable development matters and stakeholder relationships to ensure that the Institute upholds the principles of good corporate citizenship and conducts its business in an ethical and sustainable manner.

Declaration

The committee met four times and reports that for the year ended 31 December 2022, it is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, the Committee Terms of Reference, King IV™ and other applicable standards and codes.

Key focus areas and value-creating activities for the period under review
  • Labour relations presented itself as a key issue, having scored lowest in SETCO’s effectiveness evaluation. It was and is a matter of great concern and will be a focus point in 2023.
  • Ethics management: Although the scoring obtained in valuation was good, there was an appreciation that much more could be done and achieved. It required a serious re-evaluation of areas where management could improve and further to examine and identify Ethics scorecard indications. The focus was placed at each meeting on internal ethics. Management co-operates with the Ethics Institute.
  • After vetting by SETCO, the SAICA Sustainability Technical Committee (SSTC) was established to support SAICA in addressing various current and emerging sustainability aspects such as climate risk as they relate to its members. Focus areas will be thought leadership and advocacy, covering the areas of sustainability, reporting, and assurance as relating to ESG and integrated thinking.
  • Management reported regularly on SAICA’s standing in terms of the principles set out in the United Global Compact principles relating to:
    • Good Corporate Citizenship
    • Effective Management of Ethics
    • Procurement
    • Human Rights
    • SAICA’s standing in terms labour and employment
    • The Employment Equity Act and the Broad-Based Black Economic Empowerment Act
    • The environment
    • Anti-corruption
    • The Organisation for Economic Co-operation and Development (OECD)
  • On the disciplinary front, Legal reported effective handling of matters through the disciplinary committees and professional conduct committees. Much energy was spent on high-profile cases of major public interest. In the course of the year, legacy issues pertaining predominantly to minor transgressions committed in 2015−2019 became a prominent issue due to intensified efforts to deal with some 2 900 pending matters from that period. It resulted in the establishment by the Board in November 2022 of a dedicated committee – the Tax Practitioners’ Committee (TPC), whose work had not been complete by the end of this reporting period.
  • At the AGM, the B-BBEE score of SAICA was raised as a matter of major concern. SETCO facilitated debate and management followed through and succeeded in ultimately reducing the score to Level 4 before the end of 2022.
  • Trust restoration: Integrated Ethics Plan progress report − The committee noted the report. More than 1 300 bookings for the Ethics in Practice series were made during Q3 for the ethical leadership imperative, ethical wellness, and nurturing employees toward an ethical path. Management was monitoring changes to the International Ethics Standards Board for Accountants® (IESBA®) code closely. SAICA was engaging the Independent Regulatory Board for Auditors (IRBA) through task teams to align the definitions of Public Interest Entities (PIEs), as they may impact the profession.
  • Trust restoration: Audit Reform Project progress report − The committee noted the report. The update on the Audit Reform project had been presented to National Council at its October meeting. Management had a discussion with the South African Auditing Profession Trust Initiative (SAAPTI) to review the proposals submitted to them for the setting up of the Centre for Audit Quality as a separate entity for input. To date, management was yet to receive a response.
There was a considerable alignment between auditors and National Council, however, there were governance matters that still needed to be finalised.
  • Depending on the outcome of the TPC recommendations, it is expected that there will be a focus on amending by-laws accordingly and encouraging management to rapidly work off the backlog of cases so that attention can be focused on the regular disciplinary matters.
  • SAICA’s Internal Ethics Management will still present a focus point.
  • Matters raised in 2022 need to be focused on (a) working conditions, (b) employment relationships and (c) educational growth and in light thereof, examine and identify labour and employment scorecard indicators.

RISKS

CAPITALS

KING IV

STAKEHOLDERS

  • Internal members: CEO, COO, Board Secretary, National Council, MANCO and SAICA-controlled entities
  • External: IRBA and other regulators.

Mr Johan du Toit

Chairperson

SOCIAL ETHICS AND TRANSFORMATION COMMITTEE (SETCO)

CHAIRPERSON – JOHAN DU TOIT

MEMBERS AS AT 31 DECEMBER 2022

  • Johan du Toit – 100% Attendance
  • Yasmin Forbes (Until 6 June 2022) – 100% Attendance
  • Ilse Lubbe (Until 26 May 2022) – 100% Attendance
  • Jacobus Swanepoel – 100% Attendance
  • Sibonelo Cyril Madiba (From 6 June 2022) – 100% Attendance
  • Alice le Roux (From 30 June 2022) – 100% Attendance

Committee purpose and how it contributes to value generation

The overarching role of the committee entails assisting the Board in providing independent oversight of assisting the Board in ensuring that the Board discharges its oversight responsibilities regarding safety, security, health, environmental, social, ethics, transformation and sustainable development matters and stakeholder relationships to ensure that the Institute upholds the principles of good corporate citizenship and conducts its business in an ethical and sustainable manner.

Declaration

The committee met four times and reports that for the year ended 31 December 2022, it is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, the Committee Terms of Reference, King IV™ and other applicable standards and codes.

Key focus areas and value-creating activities for the period under review
  • Labour relations presented itself as a key issue, having scored lowest in SETCO’s effectiveness evaluation. It was and is a matter of great concern and will be a focus point in 2023.
  • Ethics management: Although the scoring obtained in valuation was good, there was an appreciation that much more could be done and achieved. It required a serious re-evaluation of areas where management could improve and further to examine and identify Ethics scorecard indications. The focus was placed at each meeting on internal ethics. Management co-operates with the Ethics Institute.
  • After vetting by SETCO, the SAICA Sustainability Technical Committee (SSTC) was established to support SAICA in addressing various current and emerging sustainability aspects such as climate risk as they relate to its members. Focus areas will be thought leadership and advocacy, covering the areas of sustainability, reporting, and assurance as relating to ESG and integrated thinking.
  • Management reported regularly on SAICA’s standing in terms of the principles set out in the United Global Compact principles relating to:
    • Good Corporate Citizenship
    • Effective Management of Ethics
    • Procurement
    • Human Rights
    • SAICA’s standing in terms labour and employment
    • The Employment Equity Act and the Broad-Based Black Economic Empowerment Act
    • The environment
    • Anti-corruption
    • The Organisation for Economic Co-operation and Development (OECD)
  • On the disciplinary front, Legal reported effective handling of matters through the disciplinary committees and professional conduct committees. Much energy was spent on high-profile cases of major public interest. In the course of the year, legacy issues pertaining predominantly to minor transgressions committed in 2015−2019 became a prominent issue due to intensified efforts to deal with some 2 900 pending matters from that period. It resulted in the establishment by the Board in November 2022 of a dedicated committee – the Tax Practitioners’ Committee (TPC), whose work had not been complete by the end of this reporting period.
  • At the AGM, the B-BBEE score of SAICA was raised as a matter of major concern. SETCO facilitated debate and management followed through and succeeded in ultimately reducing the score to Level 4 before the end of 2022.
  • Trust restoration: Integrated Ethics Plan progress report − The committee noted the report. More than 1 300 bookings for the Ethics in Practice series were made during Q3 for the ethical leadership imperative, ethical wellness, and nurturing employees toward an ethical path. Management was monitoring changes to the International Ethics Standards Board for Accountants® (IESBA®) code closely. SAICA was engaging the Independent Regulatory Board for Auditors (IRBA) through task teams to align the definitions of Public Interest Entities (PIEs), as they may impact the profession.
  • Trust restoration: Audit Reform Project progress report − The committee noted the report. The update on the Audit Reform project had been presented to National Council at its October meeting. Management had a discussion with the South African Auditing Profession Trust Initiative (SAAPTI) to review the proposals submitted to them for the setting up of the Centre for Audit Quality as a separate entity for input. To date, management was yet to receive a response.
There was a considerable alignment between auditors and National Council, however, there were governance matters that still needed to be finalised.
  • Depending on the outcome of the TPC recommendations, it is expected that there will be a focus on amending by-laws accordingly and encouraging management to rapidly work off the backlog of cases so that attention can be focused on the regular disciplinary matters.
  • SAICA’s Internal Ethics Management will still present a focus point.
  • Matters raised in 2022 need to be focused on (a) working conditions, (b) employment relationships and (c) educational growth and in light thereof, examine and identify labour and employment scorecard indicators.

RISKS

CAPITALS

KING IV

STAKEHOLDERS

  • Internal members: CEO, COO, Board Secretary, National Council, MANCO and SAICA-controlled entities
  • External: IRBA and other regulators.

Mr Johan du Toit

Chairperson

HUMAN RESOURCES AND REMUNERATION COMMITTEE (HR & REMCO)

Need Help? Get in Touch

Need Help? Get in Touch

SAICA Integrated Report 2022.
All Rights Reserved.

Site Links

Site Links

Head Office

SAICA Integrated Report 2022. All Rights Reserved.

Site Links

Site Links

Head Office