International President addresses Southern African Division

The ICSA – An International Perspective

Transcript of the speech by David Venus FCIS - International President

Good afternoon Ladies and Gentlemen. It’s a great honour to be invited to address you today in my capacity as International President of the Institute of Chartered Secretaries and Administrators.

It is marvellous to see so many company secretaries here today. It is truly an international gathering. It sets me thinking about the appropriate word to choose for a collection of company secretaries. Certainly in our early days, we could have been described as a flock of company secretaries in recognition of the ICSA emblem of a Secretary Bird, then later perhaps a quill or a quorum, and more recently perhaps a compliance or a modesty of company secretaries. None of those will do nowadays!

As we can see from the topics to be discussed today by our two panels, our roles are much more strategic and central to an organisation’s core functions. So I think nothing less than a Government of company secretaries will do!

I am very pleased that we are joined by colleagues from the Corporate Secretaries International Association, which consists of 14 national representative organisations whose members are governance professionals around the world. I am delighted that representatives of our two bodies are able to meet here in Johannesburg. I would like to congratulate CSIA on the progress it has made in the short time since it was formed in 2010 and, in particular, its development of the Company Secretaries Tool Kit which is proving a valuable resource for training aspiring company secretaries around the globe. I know that ICSA members were involved in writing the kit and many are now acting as trainers. Many congratulations!

Before I talk a little about the international work of the ICSA, I would like to pay tribute to our Southern African Division who are our hosts today. The Institute is formed of 9 international Divisions, the oldest of which is South Africa! It was established in 1909, just 7 years after the ICSA received its Royal Charter and only 18 years after the Institute was founded in London in 1891. So many congratulations on your continuous role of qualifying and representing Chartered Secretaries in South Africa for 108 years.

Chartered Secretaries Southern Africa, or CSSA for short, has never been more relevant and influential than it is today. The King Report on Corporate Governance is hugely respected and has been adopted in whole or in part in many countries. In the early days, Clive Kneale, a former technical adviser, was their representative. Philip Armstrong, a Past President was the main editor of the King II report and Stephen Sadie has represented CSSA on the King Committee for King III and King IV which was published in November last year. CSSA played a significant part in the deliberations leading to King IV, making a particular contribution to the recognition of the role of the company secretary in the report.

A particular feature of the recent King Reports is its focus not only on governance of listed companies but on the governance of all organisations both public and private, for profit and not for profit. This is a distinguishing feature of Kings III and IV from other codes and was and still is ground-breaking. In recognition of this need for proper governance across all sectors of the economy, CSSA initiated a public sector governance module to its exams in 2016 and the first set of exams were written in October last year.

Southern Africa has celebrated its 60^th anniversary in 2016 of hosting Reporting Awards. That’s a long time and well in advance of most jurisdictions. The name was changed from the Annual Report Awards to the Integrated Reporting Awards in 2013 to reflect the increasing prominence of integrated reporting. Prof Mervyn King, chairman of the International Integrated Reporting Awards, has been closely associated with the event.

CSSA has also been at the forefront of seeking to make membership of a professional body available to as many South Africans as possible. While there have been a growing number of LLB students enrolling with CSSA, it continues to offer a tertiary qualification to those who are not able to get access to a university. This is commendable and I must never forget that if in 1971 a university degree was a requisite for taking our exams, I wouldn’t be standing here today as President , let alone having enjoyed a wonderful career as a Chartered Secretary.

It is worth telling you a little about recent activity and progress in other Divisions of ICSA. In the UK,  the Institute is more respected and relevant than I can remember in all my years of membership and is frequently consulted by Government and Regulators. Brexit has brought a renewed focus on corporate governance and there are at present two consultations taking place on possible

changes which will lead to a revision in the UK Corporate Governance Code and possible legislation. ICSA is playing a leading role in the debate, including exchanging correspondence with the Prime Minister Theresa May and leading the call for the reinstatement of the need for a qualified company secretary for large unlisted companies and the possible formulation of a governance code specifically for them.

New routes to membership are being put in place by many Divisions. In the UK, a “Fast Track” programme for suitable lawyers and accountants is proving very popular and Hong Kong/China, Malaysia, Zimbabwe, and the UK among others have established successful collaborative programmes with various universities which lead to both a masters’ degree in corporate governance and membership of the ICSA.

Hong Kong/China, Malaysia and the UK have all recently held annual conferences or awards that have attracted record numbers; this is a sure sign of relevance and the growing interest and importance of governance around the world.

Singapore is playing a central role in a debate initiated by the Singapore Stock Exchange as to whether dual-class shares should be permitted to trade in respect of local companies. I find this very interesting. In many jurisdictions, although not of course the USA, dual-class shares are discouraged or outlawed for placing the preferred shareholders, usually but not exclusively the founders, at an unfair advantage over the other ordinary investors. Can this be right? My instinct is to say no but corporate governance should never be conflated with democracy. The two are not the same. Transparency and fairness are the key to proper and effective corporate governance and it should be possible for this to be achieved with a dual-class share structure. I am sure we will all look with interest to the result of this debate in Singapore.

Lastly but by no means least, our Australian Division has conducted the first ever survey of Ethics and ethical standards in that country, including asking other professionals and businesses  which jobs in Australia are the most respected. Bottom of the poll came Estate Agents – isn’t it the same throughout the world? – but top of the poll were – wait for it – company secretaries! So no surprise there!

With all of this activity in our various Divisions, it is sometimes asked why the International body is important. Well, it is very important. It is the glue that binds our common values and a shared pride in our professional qualification!  Although globalisation is being questioned now in many parts of the world, there is no doubt that our portable qualification, based on a common qualifying standard determined from the centre, is highly prized by our members and students and there are many, many members who have moved to other jurisdictions and have worked effectively and successfully in new roles.

Our qualification enables them to do this and is a differentiator from most other professions.

We share ideas and best practice and the ICSA Council has recently established a Thought Leadership Committee or TLC for short, to write guidance notes and other literature on corporate governance for a worldwide audience.

International Council is also considering new qualifications and routes to membership designed to attract those engaged in governance roles, whatever their organisation or job title.

All this would not be possible without a strong centre that is our International body.

In closing, I would like to thank the Southern African Executive Committee, its directors and their executive team for arranging today’s events at the same time as hosting international meetings of CSIA and the ICSA this week! This has been quite a Herculean task and I am sure there have been long hours and some sleepless nights. It is right that I single out for praise and special thanks your President, Karyn Southgate, my colleague on International Council, Jill Parratt and your Chief Executive, Stephen Sadie.

Once again ladies and gentlemen, thank you very much for the opportunity to address you and please enjoy today’s event.       

David Venus FCIS
International President