King IV Sector Supplements - Public Commenting

Transcription

1 King IV Sector Supplements - Public Commenting Filled Monday, July 11, 2016 Page 1 Welcome to the official King IV Sector Supplement public commenting platform. After you have downloaded and reviewed the draft King IV Sector Supplements here [if this link does not open, please copy and paste the following into your browser: [ you will be able to enter your comments using this platform. This is the second phase of the public commentary process. Phase one invited comment on the whole of the King IV Report, bar the Sector Supplements. This platform will remain open in respect of phase 2 for two months from 11 May 2016 to 11 July 2016 Commenting terms and conditionsplease note that this process is open and transparent. All comments submitted will be available for public view at and NO anonymous comments are permitted. Comments received are added to the library for public viewing weekly together with the identity of the individual or organisation on behalf of whom the submission is made. Only comments submitted through this platform will be considered for the finalisation of the King IV Report. Do you agree to the King IV commenting terms and conditions? Yes

2 Page 2 Personal Details Section: *Title: Mrs *First Name: Clelia *Last Name: Caruso Bradley *I am commenting on behalf of: An organisation *Name of organisation: The Road Accident Fund *Capacity within organisation: Senior Policy Officer

3 Page 3 INTRODUCTION TO SUPPLEMENTS INTRODUCTION TO SUPPLEMENTS Add your comments on the Introduction to Supplements here: Refer to the comment made by the Road Accident Fund on King IV, on 15 May 2016 as well as the specific comment made under the Supplement For State-Owned Entities. SUPPLEMENT FOR MUNICIPALITIES SUPPLEMENT FOR MUNICIPALITIES Add your comments on the Supplement for Municipalities here: SUPPLEMENT FOR NON-PROFIT ORGANISATIONS SUPPLEMENT FOR NON-PROFIT ORGANISATIONS Add your comments on the Supplement for Non-Profit Organisations here: SUPPLEMENT FOR RETIREMENT FUNDS SUPPLEMENT FOR RETIREMENT FUNDS Add your comments on the Supplement for Retirement Funds here:

4 SUPPLEMENT FOR SMALL AND MEDIUM ENTERPRISES SUPPLEMENT FOR SMALL AND MEDIUM ENTERPRISES Add your comments on the Supplement for Small and Medium Enterprises here: SUPPLEMENT FOR STATE-OWNED ENTITIES SUPPLEMENT FOR STATE-OWNED ENTITIES Add your comments on the Supplement for State-Owned Entities here: 1. The principle of apply and explain will not be possible for the RAF in all instances, due to the legislative framework within which the RAF operates and its constituting legislation. The principle should read apply or explain, as is currently the case, to allow for instances where King IV contradicts legislation. Organisations would then have an opportunity to say they were not able to comply and explain why. 2. The manner in which the RAF Board is appointed, and constituted, is regulated by section 10 of the Road Accident Fund Act, No. 56 of 1996 (the RAF Act ). In terms of King IV, a nominations committee should be responsible for the appointment of governing body (Board) members and lists factors to be considered when determining the appropriate number of Board members. The CEO and at least one other executive should also be appointed to the Board. The RAF Act however, states that the Minister of Transport shall appoint Board members, to a maximum of 12 members and the CEO may attend Board meetings, however has no vote. In addition, section 10 of the RAF Act does not require Board members to be independent, whereas King IV places an emphasis on the independence of executive, non-executive and independent Board members. King IV further lists indicators that may assist in the determination of a lack of independence of Board members. Based on the above examples, the RAF would not be able to apply the principles contained in King IV on the composition of the Board and the RAF would only be able to explain the non-application, based on legislative provisions. 3. The appointment and duties of the RAF s CEO, is legislated in terms of section 12 of the RAF Act and states that the CEO is appointed by the Minister of Transport, upon recommendation of the Board. This highlights another instance where the RAF will not be able to apply the King IV

5 principle which requires the governing body (Board) to appoint the CEO. The RAF would need to explain the non-application, based on legislative provisions. 4. The fact that the Introduction to the Sector Supplements provides that legislation will prevail, where there is a conflict between King IV and a legislative provision, is an acknowledgement that the apply and explain principle will not always be possible, especially for organisations such as the RAF, and many other similar creatures of statute. 5. The Sector Supplements consist of the Supplement for Municipalities, the Supplement for Non- Profit Organisations, the Supplement for Retirement Funds, the Supplement for Small and Medium Enterprises and the Supplement for State Owned Entities. The Supplement for State Owned Entities expressly applies to all Schedule 2 and 3 entities, listed in the Public Finance Management Act, No. 1 of 1999 (the PFMA ). The RAF is listed as a Schedule 3A public entity in terms of the PFMA. By implication, Departments, including the Department of Transport is excluded from its application. However, the Supplement for State Owned Entities states that the term shareholder in King IV should be read as executive authority and requires that entities must ensure that they proactively engage with the executive authority in all stakeholder capacities to foster a working relationship with government on how various expectations and accountabilities are reconciled. This renders certain requirements placed on the Board by the Sector Supplements, regarding engagements with the Minister of Transport and Minister of Finance unworkable, where the executive authority is under no obligation to adhere to King IV or the Sector Supplements. 6. The requirement of integrated reporting will be a challenge for the RAF. As a Schedule 3A public entity in terms of the PFMA, the RAF only complies with the National Treasury requirement of tabling an annual report as opposed to an integrated report, as the RAF is not a public entity that trades or is a business enterprise. Furthermore, in terms of the Public Audit Act, No. 25 of 2004, the submission of financial statements to the Auditor- General, by an organisation such as the RAF, which is subject to the PFMA, must be submitted within a certain period, in a certain format and contain information as required by the PFMA. This is in contrast to the requirements for the submission of financial statements as set out in King IV. 7. The number of sub-committees, as required in King IV places a strain on organisations with a small Board. Certain legislation prescribes the maximum number of Board members an organisation is allowed to appoint. The Board members will be stretched in terms of the number of

6 sub-committees on which they will be required to sit. This may also result in an increase in costs, if additional Board members are appointed in an organisation, in order to ease the burden. SURVEY QUESTIONS SURVEY QUESTIONS How much do you agree or disagree with the following statements, please give a reason for your answer. You may need to scroll to the right to see all the options, depending on the size of the screen you are using. Please provide comments supporting your rating and suggestions for enhancement. The Sector Supplements provide adequate guidance and explanation of how the recommended practices in the Code could be customised to meet the situational specifics of the various sectors The supplements illustrate the general approach to the application and interpretation of the Code in such a way that it enables users to formulate their own sound solutions to corporate governance challenges The King IV Sector Supplements connect and reconcile the King IV Code and legislation applicable in the particular sectors (No response) (No response) (No response)

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