VRYSTAAT MUNISIPALE PENSIOENFONDS REGISTRATION NUMBER: 12/8/412 (UNDER CURATORSHIP) REPORT OF THE CURATOR TO THE REGISTRAR OF THE FINANCIAL SERVICES BOARD PROGRESS REPORT FIVE 28 FEBRUARY 2018 Introduction 1. This is the Fifth Progress Report in respect of the Vrystaat Munisipale Pensioenfonds ( the Fund ) and we hereby report the affairs of the Fund under the following headings: 1.1. Management of the Fund; 1.2. Financial status of the Fund; 1.3. Criminal conduct and/or other misconduct identified; and 1.4. Conclusion. Management of the Fund 2. We have identified 10 (ten) unclaimed benefits from the Fund s system totalling R443,882.98 where no action has been taken to trace these members to date. We are in the process of performing further research in various online and public sources in order to locate the members relating to the unclaimed benefits. 3. We reviewed the updated valuation report of the independent valuator in respect of the Fund s property, i.e. Erf 6182 Kroonstad, Free State, we are currently determining the best approach to selling the property (e.g. possible auction) based on the revised open market value as at 19 December 2017. 4. As mentioned in the Fourth Progress Report, we are corresponding with Van der Westhuizen Attorneys (who represent the former Principal Officer) regarding his post retirement and pension benefits due to him. In this regard, the following has been concluded: Vrystaat Munisipale Pensioenfonds Page 1 of 6
4.1. To date, no pension payments have yet been made to the former Principal Officer. Moreover, we decided that the pension amount due to the former Principal Officer as at 31 July 2017 (being the effective date of retirement) may be paid into a Money Market Account less the outstanding amount of his motor vehicle loan and any payments due to the South African Revenue Services; 4.2. We are in the process of submitting a resolution to Van der Westhuizen Attorneys to remove the former Principal Officer of the Fund from the Board of Trustees ( the board ) given the contents of the FSB report of 31 July 2017 in terms of Rule 10(4)(d) for (a) breaching various statutory duties; and (b) engaging in conduct which on good cause justifies termination of his office or (c) given his retirement which implies that he is no longer a member of the Fund and as such cannot act as a member elected trustee. In this regard, the former Principal Officer may submit written arguments in defence of the allegations made against him in the FSB report by a specified date; 4.3. The former Principal Officer is not entitled to have his post retirement return calculated in terms of the Fund s rate of return, given that he is not a member of the Fund for the period following his effective date of retirement. Thus, we are in the process of drafting an agreement regarding the payment and investment mechanisms relating to his pension benefit and post resignation return; and 5. As mentioned in the Fourth Progress Report, our ongoing work and duties include the following: 5.1. Overseeing the activities and the day-to-day operations of the Fund, i.e. including initiating benefit payments which were due to qualifying members in respect of February 2018 as well as reviewing and authorising payment requests; 5.2. Reviewing the manner in which board members are elected, assessing the reasonableness thereof and whether any amendments to the Rules of the Fund should be made. In this regard, the board expressed a concern with this aspect. The board indicated that the process regarding the election of the board members was taken on appeal by the board and ultimately won; 5.3. Analysing the payments made to certain staff members of the Fund which appears to be in contravention of the Rules of the Fund or pension contributions for which members of the Fund are not entitled to; Vrystaat Munisipale Pensioenfonds Page 2 of 6
5.4. Determining the cost implications of outsourcing the administration function of the Fund, including the costs of retrenchment packages of staff members, costs of administration and potential recoveries relating to selling of the property; 5.5. Met with Du Randt & Louw Inc. on 1 February 2018 regarding the ongoing litigation matters as contained in the Fourth Progress Report. Currently, we are preparing an action plan as to how these matters will be resolved; and 5.6. With regards to the board relinquishing their responsibilities to myself, I have been informed that the board has decided not to relinquish their responsibilities. Moreover, the board has requested to meet on 7 March 2018 to discuss amongst others, progress of the curatorship as well as the exclusions of my appointment and the election of board of trustee members. Financial status of the Fund 6. BDO South Africa Incorporated ( BDO ) advised us that they have completed the audit fieldwork in respect of 30 June 2017 financial year and are in the final review process. 7. The draft annual financial statements of 30 June 2017 are in the process of being finalised and will be submitted to BDO for their review and approval. We anticipate that the signed statements will be submitted by 31 March 2018 which will comply with the extension of the audit in terms of Section 33 of the Pension Funds Act, 24 of 1956. 8. Upon completion of the statutory audit of the 2017 financial year, we will submit the annual financial statements to the Fund s actuary in order for them to commence with the statutory valuation. 9. At this stage, we are considering whether to extend BDO s mandate to perform a statutory audit of the 2018 financial year or whether to follow a procurement process. 10. We set out below the financial position of the Fund as at 31 December 2017 compared to 30 June 2017. These results are based on unaudited financial information reflected in the general ledgers and fund managers statements and as such are subject to change: Vrystaat Munisipale Pensioenfonds Page 3 of 6
Description ASSETS 31 December 2017 30 June 2017 Non-current assets 2,650,101,330 2,593,901,605 Plant and equipment 1 1 Investments (including investment and owner occupied properties) Note 1 2,650,101,329 2,593,901,604 Current Assets 5,513,689 26,244,708 Accounts receivable 885,165 15,067,727 Contributions receivable - 2,566,005 Cash at bank 4,628,524 8,610,977 TOTAL ASSETS 2,655,615,019 2,620,146,313 Total funds and reserves 2,650,426,862 2,575,620,850 Non-current liabilities Unclaimed benefits 3,949,462 3,949,462 Current liabilities 1,238,695 40,576,000 Benefits payable - 30,219,537 Accounts payable 1,238,695 10,356,464 TOTAL FUNDS AND LIABILITIES 2,655,615,019 2,620,146,313 10.1. Note 1: The investments reflected in the table above are at book value. 10.2. In the table below, we set out the book value and market value of the investments held by the fund managers as at 31 December 2017 and 30 June 2017: Fund Manager Allan Gray - Domestic Portfolio Allan Gray - International Portfolio Coronation Prudential Total Book value as at 31 December 2017 1,485,639,983 Market value as at 31 December 2017 Book value as at 30 June 2017 Market value as at 30 June 2017 1,790,830,596 1,458,857,868 1,694,756,302 606,532,166 667,268,322 606,532,166 650,077,383 365,531,433 392,332,502 193,120,851 210,033,721 - - 128,493,770 149,332,362 2,457,703,582 2,850,431,420 2,387,004,655 2,704,199,768 Vrystaat Munisipale Pensioenfonds Page 4 of 6
10.3. The estimated changes in net assets and funds for the period 1 July 2017 to 31 December 2017 and for the year ended 30 June 2017 are set out in the table below. Description 31 December 2017 30 June 2017 Contributions received and accrued 15,278,656 35,062,223 Net investment income - Note 2 148,070,488 319,416,550 Other income 99,648 257,295 Less: Re-insurance premiums (520,034) (1,508,824) Less: Administration expenses (8,844,262) (30,009,647) Net income before transfers and benefits 154,084,498 323,217,597 Benefits paid to current members (69,973,981) (234,371,427) Net income after transfers and benefits 84,110,517 88,846,171 10.4. Note 2: The adjustment for fair value (as per Note 1 above) has not been taken into account. Criminal conduct and/or other misconduct identified 11. We have completed our analysis of payments due to or by the former Chief Executive Financial Officer taking into account benefits due, as well as the alleged irregularities identified at the Fund and pension contributions made on her behalf as her membership was in contravention of the Rules of the Fund. 12. Furthermore, we have requested Werksmans Attorneys to advise as to whether interest is due on any amounts owing to the former Chief Executive Financial Officer, and if so, the rate that is applicable. 13. We have received most of the electronic copies of the Funds bank accounts from ABSA Bank and are currently analysing these payments. In addition, we are also reviewing the audit trails received from ABSA bank in respect of the approvals made by the respective staff members at the Fund regarding specific payments. 14. We continue to investigate the alleged irregularities involving the former Principal Officer in respect of the criminal proceedings instituted against him as well as identifying any other individuals, if any, involved. 15. Furthermore, we will be submitting a memorandum to the South African Police Services regarding our progress made in respect of the alleged irregularities identified at the Fund. Vrystaat Munisipale Pensioenfonds Page 5 of 6
Conclusion 16. My investigation into the abovementioned financial affairs and conduct of the Fund is still ongoing. 17. I have maintained regular contact with the Registrar s office and have also set up a meeting for Monday, 5 March 2018, and furthermore will report any matters of importance and major events with Registrar as and when they arise. MN Campbell: Curator 28 February 2018 Vrystaat Munisipale Pensioenfonds Page 6 of 6