Welcome to the first edition of the Chartered Secretaries Southern Africa's e-Zine - designed to keep you informed of the latest developments and news at the Institute.

Amidst the excitement of the football at the World Cup we were all buoyed by the explosion of national pride. It has been wonderful to celebrate our country and our success in hosting an event of that scale. Now that we have finished waving our flags and blowing our vuvuzelas, it is back to business as usual. Let's take the time to celebrate our profession. We have reason to be proud.

King 3 and the new Companies Act have brought a new dawn to the role of Company Secretary. New rules and heightened expectations regarding business behaviour make the Company Secretary the front-line warrior, representing the conscience and probity of an organisation. There are also immense challenges facing accounting officers/financial managers with the new Companies Act in particular around the issue of independent review.

In this edition of the e-Zine our Technical Adviser Joel Wolpert reflects on a career as a Company Secretary. Each issue will include a profile of colleagues in the profession - to applaud their success and to highlight role models for students and all members.

We intend to distribute the newsletter every second month and would really appreciate your feedback. We look forward to your comments and suggestions.

"The Company Secretary is the body to be kicked and the soul to be damned" - with apologies to a legal judgment on Company Law.

"A meeting is where the minutes are kept and the hours are wasted."

The above two quotations reflect a rather cynical commentary on being a Company Secretary. But a career as a Company Secretary is like a good wine - it takes time to mature.

Recently Corporate Governance has become a "hot topic" in business discussions with the role of the Company Secretary well publicised. King 3 recognises the importance of the role as the "gatekeeper of Corporate Governance" and the new Companies Act confirms its seniority, making it accountable to the board of directors.

The modern business landscape requires the Company Secretary to have an extensive body of knowledge so as to manage the likely pressures on companies in light of institutional activism, stakeholder capitalism (especially after the recent economic crisis) as well as complex legislative and regulatory compliance imperatives.

The modern Company Secretary needs relevant and comprehensive academic qualifications, supplemented by appropriate business, corporate and technical experience, garnered by exposure to and engagement with industry specialists, such as auditors, legal counsel, financiers/bankers and sponsors. In addition, the post requires a profound understanding of board dynamics - the Company Secretary is not a mere scribe but is required to participate in board discourse with intellectual rigour.

Chartered Secretaries have completed the CIS International Qualifying Board Examination and gained the necessary work experience to be admitted as a Member of the Institute.

In addition to the academic qualifications the Company Secretary should also be equipped with a broad range of business skills from accounting regulations to corporate social responsibility and BEE. Further, the seniority of the role requires the Company Secretary to display EQ (emotional intelligence):

• Self-awareness (self-confidence and realistic self-assessment)
• Self-regulation (trustworthiness/integrity)
• Motivation (drive and organisational commitment)
• Empathy (people radar)
• Social skills (charisma/ability to influence)

The role of Company Secretary attracts an aura of gravitas not found in many other career paths. A quaint and philosophical quotation sums this up:

"Not as priest or soldier or judge does youth seek honour today, but as a man of offices. The business subaltern, charming and gallant as the jungle-gallopers of Kipling, drills files, not of troops, but of correspondence."
                                    - Sinclair Lewis (1885-1951) US writer and social critic (The Job-1916)

Andy Sello, FCIS, is a past President of the Institute in 2008/9 and currently Director of Group Services Audit, Standard Bank. Among the senior positions previously held, he has served as Senior Manager of Stanbic Africa's Audit division, he was the Head of Audit at the SABC for seven years and before that served as Internal Audit Manager at SmithKline Beecham. Andy has chosen the audit path but was never in doubt that the CIS qualification suited him perfectly.

"I followed in my father's footsteps doing a National Diploma in Accounting as he was a bookkeeper by profession. When I wanted to further my studies the decision to qualify as a Chartered Secretary was a logical step for me. Personally I admired British education and was keen to do an internationally recognised qualification. In addition the company I worked for at the time placed more value in the CIS than a BCom - most of the financial managers, managing accountants and senior staff in the tax department held the CIS qualification. It gives you practical experience and it was a tough course ensuring graduates are of exceptional calibre.

Since completing my CIS I have focused on my particular area of interest - auditing. My only foray in the role of Company Secretary was to set up the Company Secretary function at the SABC when it was corporatising. All positions I have previously applied for where the minimum requirement for the position was a CA qualification, I was successfully offered the position due to my CIS qualification.

My CIS has served me well and I have enjoyed success and satisfaction in my positions at an auditing firm, the SABC and Standard Bank."

Jill Parrat , FCIS, President of the Institute in 2009/10 and Group Secretary of Liberty Holdings, has never looked back after completing her CIS. Before working at Liberty Holdings she was the Company Secretary of Pangbourne Properties and Assistant Group Secretary of Unitrans.

"After completing my CIS I worked as an accountant in a property company. The turning point for me to become a Chartered Secretary rather than an accountant was the process we went through in listing the company. That highlighted the need for good governance and absolute accuracy when it came to statutory work - a vocation for which I was eminently suited.

The work of a Chartered Secretary is not normally punctuated by exciting highlights. Rather it is steady detailed work that requires focus and accuracy. However, every Chartered Secretary feels a secret thrill on the submission to a meeting of a perfect set of minutes that accurately reflects the proceedings at a previous meeting, or a neat, accurately written-up company register, especially when the share capital is complicated and varied. There is enormous job satisfaction in giving the right governance advice that will ensure that the recipient is able to perform his/her job properly in the best interests of the company and stakeholders.

King 3 is all about a tangible framework for governance. This is exciting for the Chartered Secretary and the implementation thereof is most probably a tightening up on the procedures that are already in place. King 3 gives the Chartered Secretary ammunition to do the best job possible. It articulates what a good Chartered Secretary would be trying to implement anyway in the organisation. In my opinion King 3 means do unto others as you wish to be done unto you."

Ntsiki Luxomo is currently completing her CIS. She holds a BTECH Corporate Administration and National Diploma in Company Administration and she has enjoyed a varied career mostly in the financial services arena. Ntsiki is currently the Statutory Secretariat & Administrator at Sasol. She explains why she has chosen the path to Chartered Secretary:

"Having been in a number of different roles in my career, I wanted to focus on a specific career or specialisation. As a qualified corporate administrator and with my passion for administration I wanted to build on my existing qualifications as well as the knowledge I had gained. I noted an increasing demand of qualified and experience Chartered Secretaries as well as Junior Managers.

Now that I am studying for my CIS, I am not only gaining a wide range of skills and technical knowledge but I am immediately able to translate it into practice in my job. The CIS has provided me with a holistic understanding of the operational environment in which I work and I can keep abreast with the changes and demands in the business world.

As an internationally recognised qualification it provides me with opportunities not only in South Africa but globally. I can now follow a specific career with the flexibility of specialising in different areas within the company. The knowledge I have gained has empowered me on a professional and personal level and I can confidently assume a specialist role in Governance or as an Accounting Officer or Chartered Secretary.

I am confident that it will equip me for great things - maybe one day I will be "Ntsiki Luxomo (FCIS) Corporate Secretary - World Bank"

ICSA Updates on the Higgs Guidelines on Boardroom Behaviour

In December last year the Financial Reporting Council (FRC) in the UK launched a consultation on its proposals to reform the UK's Corporate Governance Code. For part of its recent review of the Combined Code (due to be renamed the UK Corporate Governance Code), the FRC commissioned ICSA to undertake a review of the Higgs Review (review of the role and effectiveness of non-executive directors in 2003) and consider whether additional guidance should be given on a number of issues relating to board effectiveness. One of the principal lessons from the financial crisis is that effective boards are one of the main drivers of good corporate governance.

Swaziland Aligns Itself with the Principles of Good Governance

With the approval of a new Companies Act of 2009 Swaziland's corporate law has been transformed. The Act is set to replace the nearly century old Companies Act No. 7 of 1912 and subsequent Companies Bill of 2004. The new Act was imperative for companies to make a significant contribution to economic development in the country. Since Swaziland belongs to several regional economic communities, it is also essential that the country's legislation matches that of other countries in the same regional economic communities.

After 30 years in our offices at Sable Centre in Braamfontein, we are moving on to new modern offices in Killarney. We will be moving on 1 August 2010. The new premises include a boardroom which accommodates 60 people, providing a perfect venue for CPD's in Johannesburg.

Click on map to enlarge

(PO Box 3146, Houghton, 2041)

Watch out for our upcoming conference on 7-8 September 2010.

Corporate Governance after the Crisis - Companies Act and King 3.

A panel of renowned speakers will address current issues such as the new Companies Act, King 3 and lessons learnt from the financial crisis.

For more information visit our website.

Johannesburg

Durban

This is the first edition of the Chartered Secretaries Southern Africa e-Zine.

Should you have any suggestions of specific information you would like included in future editions, please revert to investorrelations@envisagesa.co.za