Further update on the SAICA Governance Review

Johannesburg, 31 August 2018 – Our previous communication, dated 31 July 2018, informed you of the outcomes of the workshop that was facilitated by Professor Mervyn King, held on 28 July 2018. The workshop was a preparatory first step for the SAICA governance review, aimed at ensuring that all of SAICA’s leadership structures were on the same page regarding what needed to be done when it came to addressing the governance matters at hand for the Institute and the profession.

Since then, the Board of SAICA met to formally ratify the formation of the governance review task team and approve the members earmarked for the task team, as well as their terms of reference. Following this, we convened with the task team in order to communicate to them the key matters around the review, including the need for stakeholder engagement during the process and the preferred timelines for the conclusion of Phase 1 of the review, as committed and communicated to members at the last AGM of 26 June 2018 and in subsequent Board Digest communications. However, the Board is aware, and wishes to remind members also, that the final timing for the completion of Phase 1 will only eventually be determined by the work plan and schedule that the task team adopt, having determined the extent of the fieldwork and consultation required of them in order to deliver on the terms of reference.

We are privileged to have some of our profession’s most active, respected and progressive members agree to serve the profession by volunteering their time to the critical review of our Institute. The final task team comprises the following members:

1. Roy Andersen – Task Team Chairman
2. Graham Terry
3. Gloria Serobe
4. Suresh Kana
5. Tumeka Matshoba-Ramuedzisi
6. Gil Gorgulho, and
7. Ignatius Sehoole

Together with the task team, we have agreed that for Phase 1 of the governance review, these are the deliverables:

1. a simplified and fit-for-purpose governance model;
2. a nomination and appointment process for the Board and Board structures;
3. to define a balanced Board which will encompass greater diversity and inclusion of stakeholders from outside the membership base of SAICA (i.e. independent representatives who have the necessary skills and experience to help provide strategic guidance), and possibly give consideration to the inclusion of other designations from within the membership base, being Associate General Accountants [AGAs(SA)] and Accounting Technicians [ATs(SA];
4. to review the roles and responsibilities of Board members, including the Chairman and Vice Chairmen, as well as Board sub-committee members;
5. to recommend an appropriate size and structure for the Board and Board Sub-Committees;
6. to recommend a transitional process to ensure the continuity and effectiveness of the Board;
7. if a regional and/or constituency-based model is recommended, to provide guidance to enable the Board to distinguish between governance, representation and engagement activities (i.e. provide clarification on the functions of constituency representatives in terms of their responsibilities and accountability to SAICA as Board members versus their regional and/or constituency roles);
8. to consider the appropriateness of remunerating members of the Board;
9. a strong succession planning process, including tenure of service for Board members and a process for the removal of Board members;
10. to recommend the extent to which King IV principles should be adopted, taking note of the need to recommend the structures for Board sub-committees (point 5 above);
11. to provide guidance and direction to the Board on urgent items that need to be addressed in order to restore trust in the profession.

At the AGM of 26 June 2018, we committed to members that we will explore ways of ensuring that they are involved in this governance review. The task team has been made aware of this commitment and the importance of ensuring that it is met, so they will consider the most effective ways of achieving this member engagement as they progress with their work.

The task team will be keeping the Board informed of their progress throughout Phase 1 of the governance review. In the meantime, the current Board and the executive management of SAICA will continue to focus on ensuring that the operations of SAICA continue uninterrupted and that the Institute is ready to receive the task team’s recommendations on completion of their work.

We will continue to ensure that we communicate with you and keep you informed as and when there are key developments, so that the profession walks this path collectively.

Regards

Lwazi Bam Chairman: SAICA Board

Fanisa Lamola SAICA Acting CEO