1
Board Meeting held on 15 September 2017 Hanover Square,Cnr Hendrick Potgieter and 77th Ave, Edenvale, at 09h00.
MATTERS ARISING ACTION LIST
Key
Priority Level Tracking
High Completed/Noted
Medium Amendment
Low Items noted as Completed on last meeting’s list have been removed
Item No Priority Level
Meeting Date/
Paragraph
Reference
Action Champion Target Date Status/Note
4 Medium
19/11/2015
5.1.5
18/03/2016
4.2.4
27/05/2016
4.2.2
15/09/2017
5.1
Request a call for comments
from members regarding the
scenarios in which they
perceive that a conflict of
interests exists with regard to
union membership. Feedback
to be consolidated and
provided to the Board.
Results to be analysed and
respondents contacted.
Analysis to be provided to
the Disciplinary Committee.
Disciplinary Committee -
RN April 2017
Approximately 43 additional
responses were received at
the Leaders Forum. Total
responses received: 88.
High level summary provided
as part of the Board pack.
Consolidation of results and
contacting of respondents
still underway.
The status as reported above
remains. No further Action
required
9 High
19/11/2015
5.4.2.7
18/03/2016
5.4.1
27/05/2016
4.2.3
5.4
PCB to provide feedback on
the PIA. CvE N/A
The report with the areas
overlapping has been
received and reviewed by
Edcom. A call has taken place
between representatives of
Edcom and the PCB. It was
agreed that representatives
2
11/07/2016
15/09/2017
5.1
from Global and IIA SA will
work on eliminating
confusion between the PIA
and CIA. The overlap report
was provided to the Board in
the 27 Jan 2017 Board pack
IIA SA and IIA Global
representatives discussed the
matter in a conference call on
24th May 2017. It was agreed
that a packaged deal would
be explored wherein PIA
candidates could pay for the
PIA assessment and CIA
application fee in own
payment. It was further
agreed that the PIA would be
advertised as giving
guaranteed entrance into the
CIA.
Still awaiting feedback from
the IIA Global
10 High
19/11/2015
5.5.2
18/03/2016
4.2.7
27/05/2016
4.2.3
11/07/2016
4.2.3
27/01/2017
6.4.7
In the event that the PCB
agrees that membership is a
requirement in order to hold
the CIA designation, this will
need to be included in the
By-Laws.
CvE/PR TBD
CvE scheduled to discuss with
Bill Michalisin (New COO who
has taken over from Cyndi
Plamondon) and the Stanley
Rubins (IIA Inc Legal Counsel)
amendments to be made to
the MRA which will include
the membership requirement
3
15/09/2017
5.1
Bylaws to be updated for
approval by the Members in
November
Bylaws to be discussed in the
14 July 2017 meeting
Item not included in the By-
Laws discussion in the
previous meting
Meeting with Bill Mischalisin
took place. He is in support
of the IIA SA.
24 Medium
29/01/2016
6.1.11
18/03/2016
4.2.13
27/05/2016
4.2.7
5.6.4
07/10/2016
5.5.2
15/09/2017
Proposal to IRBA: meeting of
task team for proposed
regulation.
Regulation Task Team –
CvE, JO, SM, AV, KS Ongoing
Discussion paper drafted by
the task team was approved
by the Board for purposes of
facilitating consultations. Task
team met. NT has indicated
that there are no definitive
timelines on the proposed
regulation yet and that the
Institute is to move at a
slower pace and not at high
cost. Due to the CEO’s
workload, no additional
consultation circles have met
yet
MoU with NT includes
exploring regulation
25 Medium
29/01/2016
6.2.6
18/03/2016
4.2.14
5.7.1
Appointment of ambassadors
Mentoring session for
ambassadors
All
CvE (Membership
Department)
Ongoing
3 Board members have
identified CAEs as per the
circulated list. Reports have
been provided to each.
4
27/05/2016
4.2.8
11/07/2016
4.2.4
07/10/2016
6.6
18/11/2016
4.2.1
27/01/2017
15/09/2017
5.1
The Board should take note
that some alarm had been
caused by the project.
Concerns have been raised
around why CAEs are not
being contacted by the
Secretariat as Board
members getting involved in
operational matters creates
the impression that there is a
problem in the Secretariat.
Feedback still to be received
from Board members who
had undertaken to speak to
their contacts
Feedback from Ambassadors
Still awaiting feedback from
Ambassadors
26 High
29/01/2016
6.3.2
18/03/2016
4.2.15
27/05/2016
4.2.9
11/07/2016
4.2.5
15/09/2017
5.1 (6.2)
Report back on Public Sector
Audit Committee Forum:
ownership issue with
National Treasury.
CvE ASAP
The Accountant-General has
indicated to CvE that they will
fund
This matter is still not
resolved. Awaiting feedback
from National Treasury
A new acting Accountant-
General was appointed. Re-
engagement is planned in this
regard.
27 High
29/01/2016
6.3.4.5
18/03/2016
4.2.16
27/05/2016
Breakfast for CAEs in top
organisations.
CvE (CPD and Events
Department) TBD
To be facilitated. Planning to
coincide with Academy
building launch and launch of
new website.
5
4.2.10
11/07/2016
4.2.6
18/11/2016
4.2.2
Awaiting finalization date
from the contractor as there
have been delays.
Targeting a September date
due to service provider
delays
37 Medium
18/03/2016
6.2.3.1
27/05/2016
4.2.13
Board self-evaluation
outcomes: Ethics risk
assessment
Social and Ethics
Committee – AV/PR
Feb 2017
(New date to be
determined due to
Governance Officer
position being
vacant)
Governance Officer
has been appointed.
Once workload has
been determined
around most urgent
issues, a new date
will be determined.
Summary report provided as
part of the Board pack.
Management is to review the
detailed report and provide
recommendations on the
necessity and effectiveness of
the ethics management tools
identified, as well as co-
ordinate implementation
thereof.
To be driven by new
Governance Officer, once
appointed
39 Low
18/03/2016
6.2.3.4
27/05/2016
4.2.14
Board self-evaluation
outcomes: Improving the
Board nominations process
by including a candidate
vetting aspect by the
Nominations and Governance
Committee.
Nominations &
Governance Committee –
JM
Mar 2017
Sept 2017
In preparation for the next
Board nominations
(November 2017)
43 Medium
18/03/2016
6.3.1.5
27/05/2016
4.2.16
11/07/2016
4.2.6
18/11/16
6.3.5.2
The committee is to discuss
potential candidates to co-
opt onto the Board and
provide a recommendation
to the Board.
Nominations &
Governance Committee –
JM
Oct 2017
Position to remain vacant
until there is clarity around
whether it may be used for
the global executive
committee representative
Meeting with Jenitha John
indicated that she is not
interest in serving on the
Board. The Nominations and
6
Governance Committee to
reopen the discussion of co-
opting a non-internal auditor
onto the Board
Update on invitation to
board meetings
48 High
27/05/2016
5.1.11
11/07/2016
5.1.5
07/10/2016
6.2.4
18/11/16
5.1
15/09/2017
5.1
CvE to engage with the CEO
of the AFIIA Secretariat in
order to determine how to
obtain requested
documentation. Feedback to
be provided once
documentation is obtained.
CvE Awaiting feedback
from AFIIA
CvE has engaged with the
CEO of the AFIIA Secretariat
and have been informed that
the AFIIA GC has a face to
face meeting scheduled for 4
- 5 February 2017 in Dar Es
Salaam, Tanzania. The
Strategy Task Team is to
present their report then.
The task team met, but did
not complete the task. They
asked for an extension until
mid-March, but nothing has
materialized
The strategic plan has not
been forthcoming. There was
no mention of the plan at the
General Assembly in Accra
Still awaiting feedback from
AFIIA
Still awaiting feedback from
the AFIIA
53 Medium
27/05/2016
6.6.12
11/07/2016
4.2.9
18/11/2016
6.3.9.2
KS to assist with facilitating a
meeting with the relevant
individuals at the DTI to
discuss applicability of BBBEE
Codes on non-profit
organisations.
CvE /PS Ongoing
Meeting date has been
secured for 17/11/2016.
Meeting was positive with
recommendation that CvE
discuss the creation of a
charter for the industry with
7
15/09/2017
5.1
other professional Bodies.
CvE discussed the matter at
the Professional Bodies
Forum on 03/04/2017. A task
team has been established
The task team’s first meeting
has taken place. A survey will
be conducted among
professional bodies to
determine challenges
experienced and a document
created for the NGOs in the
education sector is being
reviewed
Task team has received a
mandate from the
Professional Bodies Forum to
produce a draft BBBEE Code
for the sector for their
approval
The task team meeting is
being scheduled
63 Medium
07/10/2016
5.5.2
18/11/2016
4.1.2
03/03/2017
Strategy meeting
Voluntary accreditation of
internal audit functions Technical Committee (RN) Ongoing
Dependent on resources
within the Secretariat. See
capacity report. Technical
Department currently
understaffed.
Due to capacity constraints,
the accreditation of IA
functions will not be
considered for immediate
implementation. This will be
revisited when the Secretariat
has been adequately
capacitated.
8
68 High
18/11/2016
6.2.6.8
15/09/2017
5.1
Formulate proposal for
sponsorship of training
rooms.
CvE May 2018 Still to be developed.
69 Low
18/11/2016
6.2.6.10
15/09/2017
5.1
Obtain clarity on how the
Chinese wall is defined from
QCTO
CvE Sept 2017 Still to be done
70 High
18/11/2016
6.3.3.5
07/04/2017
6.4.3
15/09/2017
5.1
Recommendation to the
Board on whether it favours
a centralised (Internal Audit
General) or decentralised
approach to internal audit in
the public sector.
AV (Public Sector
Committee) November 2017
Committee not in favor of
centralized system. Note:
Committee meeting where it
was discussed was not
quorated
Board agreed that task team
should revisit this item.
Proper research should be
done
Committee meeting was set
to meet a week after the
Board meeting
73 High 18/11/2016
6.3.6.3
Secretariat Capacity to be
discussed by the HR and
Leadership Development
Committee and the
Committee to provide the
Board with a
recommendation
JM (HR and Leadership
Development Committee) 27 January 2017
Discussed. See budget.
Financial constraints makes it
impossible to address all
capacity needs
76 High
27/01/2017
03/03/2017
Strategy meeting
Website upgrade
Website to be made mobile
friendly. SocialLink to be
subscribed to
CvE/PS Feb 2018
In progress. Most of the
internal planning around
outlay is done. First meeting
with service provider has
taken place. 13th April set
aside to workshop with
provider through needs
9
14 July 2017
6.3.4 a )
15/09/2017
5.1
Awaiting mock website from
the service provider.
There has been significant
delays caused by the service
provider who is the local
distributor. We have now
made contact with YM
directly, but they indicated a
15 week period for
development.
Perusal of contract/ Exit
Clause
Project leader changes
within the secretariat, the
Head of Marketing and
Communications now
leading the project. Meeting
scheduled to take place a
week or two after the Board
meeting
77 Medium
27/01/2017
6.2 i)
03/03/2017
Digitalization of the IIA
Network CvE December 2017
In progress. Bill Michalisin has
been brought onto the team
In progress. Greatest obstacle
now is price
Concept to be presented to
the CEOs in Sydney
Concept was presented in
Sydney. Facebook Workplace
currently being tested by the
CEOs
78 Medium
27/01/2017
6.2 k)
15/09/2017
5.1
Governance of the Network CvE Closed
Paul Sobel discussed the
matter with the Executive
Committee. No further
progress.
10
Closed
80 Medium
27/01/2017
6.4.4.2
15/09/2017
5.1
CPD requirements beyond
certified members CvE Ongoing
CvE to raise CPD with IIA
Global
Put on the table in the CIA-
PIA overlap discussion.
CvE to raise the issue in the
GPDC meeting in Sydney
Issue raised in the Global
Professional Development
Committee. There is
likelihood that the task team
could be dissolved under the
new Chair. An alternative
route to be explored in this
regard.
84 Medium 07/04/2017
Conversation with Global
regarding concessions made
for the IIA UK
Not allocated None set
87 High 07/04/2017
Determining the reserves
threshold in relation to funds
being ploughed back into the
profession
ARFC None set
88 Medium 07/04/2017
15/09/2017
VC to be recommended for
the Global Ethics Committee CvE Closed
Call for Nominations sent
out.
The matter to be dealt
through the Nominations
and Governance Committee
VC has been re-nominated.
Awaiting outcome
89 High 07/04/2017 Revision of the MRA with
regards to the CIA CvE
Awaiting task team working
on CCMS changes that need
to be made as well as aligning
the systems. This will
11
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
1. 19/11/2015
5.5.8
Approval of proposed amendments to the By-Laws.
determine some of the
workload on our side
90 High
02/06/2017
6.2 (j)
15/09/2017
5.1
Task team formed to
determine IIA SA’s position
on internal audit liability
TM, SM, JG, VC, CvE and
BD None set. ASAP
The task team had its first
meeting. Further discussion
needed
Date for follow up session to
be set.
91 High
14 July 2017
6.3.4 a)
15/09/2017
Valuation of the Bedforview
Building/Financial
assessment for purchase of
Buildings/Ruling from the
QCTO
CvE/Management/ JO November 2017
Draft proposal received but
not ready for Board
presentation.
JO to assist.
Meeting to be set up with all
relevant people.
92 Medium 15/09/2017
5.1 Bad Debt Policy WE/PS November 2017
Draft to be reviewed by the
Governance Officer and sent
to CvE and the ARFC before
Board presentation.
93 Medium 15/09/2017
6.2 (f)
Young Professionals sub-
board
Secretariat’s workload to be
assessed
94 Medium 15/09/2017
6.2(d)
Move of CPD Department to
the Leadership Academy Management November 2017 Completed
12
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
2. 19/11/2015
5.10.5
The Board agreed that the name “Internal Audit Manager” would remain unchanged.
3. 19/11/2015
6.3.6.6
Approval of change of financial year end.
4. 19/11/2015
6.3.6.8
Approval of 2016 Budget (including special projects).
5. 19/11/2015
6.3.7.4
Approval of EdCom split and Exam Committee terms of reference.
6. 29/01/2016
5.3.8
Approval of proposed amendments to the By-Laws.
7. 29/01/2016
5.6.2
Approval of proposed amendments to the Mission and Vision.
8. 29/01/2016
5.7.3
Approval of Strategy Plan 2016 – 2018.
9. 29/01/2016
5.8.4
Approval of second AGM for 2016.
10. 29/01/2016
6.4.4.6.
Approval of the inclusion of the ICAS Wellness Programme for the management team as part of the budget, subject to the proviso that
it be indicated where the funds will be sourced.
11. 29/01/2016
6.4.6.5
Approval of payment of the CEO’s bonus for 2014 in respect of the 2013 year; 2015 in respect of the 2014 year and 2016 in respect of
the 2015 year.
12. 29/01/2016
6.4.6.6
Regarding the CEO’s appraisal, approval of the recommendation of the HR and Leadership committee.
13. 29/01/2016
6.4.8.2
Approval of the proposed amendments to the Technical Committee terms of reference.
14. 29/01/2016
6.4.12.2
Approval of the proposed amendments to the Policy Committee terms of reference.
15. 29/01/2016
6.5.1.2
Approval of R10 000 donation donations towards Global’s 75th anniversary celebrations.
16. 18/03/2016
4.2.20
Decision for the IIA SA to not partake in the CFO Finance Indaba.
17. 18/03/2016 Approval of the 2015 Integrated Report.
13
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
6.1.5
18. 18/03/2016
6.3.1.3
Approval of the recommendations of the Nominations and Governance Committee regarding Board nominees.
19. 18/03/2016
6.3.1.5
Approval of the principle to co-opt a 17th non-internal auditor onto the Board.
20. 18/03/2016
6.3.2.2
Approval of the proposed amendments to the Annual and Sick Leave Policy.
21. 18/03/2016
6.3.2.3
Approval of the proposed amendments to the Remuneration Policy.
22. 18/03/2016
6.3.3.4.
The Board approved the recommendation on appointment of Nexia SAB&T as the auditors of the Institute for the new financial year.
This recommendation is to be approved at the AGM by the members of the Institute.
23. 18/03/2016
6.4.1.1
Approval of funding for AV to attend the first Global Public Sector Committee meeting. Further funding is subject to the financial
situation of the Institute, which will be determined at the time of future requests.
24. 27/05/2016
4.2.16
Decision to approach Oupa Mbokodo for purposes of co-option onto the Board.
25. 27/05/2016
5.6.4
Approval of discussion paper regarding proposed regulation of the internal audit profession.
26. 27/05/2016
6.1.3.2
Approval of proposed amendments to the Board Charter.
27. 27/05/2016
6.1.4.2
Approval of IA Oath of Honour
28. 27/05/2016
6.2.2
Approval of recommendations regarding committee composition for 2016
29. 27/05/2016
6.6.1.1
Approval of recommendation to convene a Disciplinary Enquiry Panel, together with composition thereof.
30. 27/05/2016
6.6.3.13
Formal ratification regarding approval of the late publication of the previous financials.
31. 27/05/2016
6.6.7.3
Approval of insurance cover for the National Conference in the amount of R170 000.
14
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
32. 27/05/2016
6.6.8.3
Approval of performance agreement for CvE
33. 27/05/2016
6.6.13.3
Policy decision on use of regional committee reserves for social events.
34. 11/07/2016
6.1.2
The proposed amendments to the Board Charter were approved by the Board.
35. 11/07/2016
6.3.6.3.
The Board approved the proposal to change the date of the AGM in respect of the 6 months ending 31 May 2016.
36. 11/07/2016
6.3.8.4.
The Board approved the participation of the Institute at the CFO Finance Indaba.
37. 11/07/2016
6.4.3.8.
The Board approved the Nedbank resolution providing for authorised signatories.
38. 11/07/2016
6.4.5.10
The award finalists and winners recommended by the Nominations and Governance Committee were approved by the Board.
39. 11/07/2016
10.1.5
The Board approved the funding of 50% of the cost of VC’s attendance at Global Council on an exceptions basis.
40. 2/09/2016
3.1
Approval of KZN committee members who have served their maximum terms to extend their terms by another year whilst they are
working on building capacity within the committee.
41. 02/09/2016
3.2.15
The Board approved the proposal for the amended pass mark of 60% for the written component and 70% for the verbal component.
42. 02/09/2016
3.5.2
The Board was in agreement that if the Governance Conference is to be held in May, that the Leaders’ Forum be held in October. In the
event that the Governance Conference is schedule to be held in October, then the Leaders’ Forum is to be held in June.
43. 07/10/2016
6.1.1
Board and Committee members shall not speak at commercial events in competition with the Institute. Board members may speak at
the events of professional bodies, save for IMFO.
44. 07/10/2016
7.1.10
The Board determined that a premium salary be applied in respect of the Communications and Business Development (CBD)
Department Head position as well as the Technical Deputy Department Head: Public Sector position.
45. 07/10/2016
7.1.11
JM noted that the filling of the researcher positions is to be left to the discretion of CvE. The Board was in agreement with same.
46. 07/10/2016
7.3.2
RN queried the meaning of the following statement under the heading “Leadership Academy” on page 4: “The committee note the
interest, and will oversee the responsibilities, of the Leadership Academy until such time as the business activities of the Academy
15
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
warrant its own ARFC.” MN noted that the intention is that the Academy will not have its own committee during the transition as the
Institute’s committee will provide oversight. RN noted that this needs to be clarified i.e. that it is a transitional arrangement.
The Audit, Risk and Finance Committee Charter was approved by the Board, subject to the amendment noted above.
47. 07/10/2016
7.4.2
The Board determined that the international committee feedback reports are not to be shared and that the individual requesting same
be directed to the official transcripts on Global’s website.
48. 07/10/2016
7.4.3
The Board determined that all South Africans sitting on international committees are to be treated fairly and all are to be invited to the
meeting held prior to the Global meetings.
49. 07/10/2016
7.4.4
The Board supported the recommendation from Rudrik de Bruin that a member of staff from Global come to South Africa to meet with
SAQA and QCTO, subject to it being confirmed that it will not be at the cost of the IIA SA.
50. 07/10/2016
7.5.7
The Board approved the funding for AV to attend the mid-year meetings, however funding for any subsequent meetings will need to be
determined by the Board.
51. 18/11/2016
6.2.6.11
The Academy lease proposal was approved by those Board members present.
52. 18/11/2016
6.3.4.3.
MN noted the Investec resolution authorising signatories on the account for approval. The resolution was circulated and signed by all
Board members present.
53. 18/11/2016
6.3.7.3.
The Board agreed that the required pass mark in respect of the IAT assessment i.e. 60% and above for the written component and 70%
and above for the verbal component are to be communicated to candidates. The average pass mark as well as candidates’ marks
obtained will not be communicated to candidates.
54. 18/11/2016
6.3.9.3.
AV noted that no amendments have been made to the terms of reference of the Social and Ethics Committee and that they have been
included for approval of the Board approved same
55. 27/01/2017
6.4.8.1
Approval of IIA SA submission on IAASB discussion paper
56. 03/03/2017
Strategy meeting
Except for the Fellow Member class, character reference will no longer be a requirement for membership application
57. 03/03/2017
Strategy meeting
The transition from the magazine format of the Adviser to stand alone articles that can be shared on social media platforms was
approved. The Adviser to be abolished in 2017.
58. 07/04/2017
6.2. e)
Board approved the extension of the Academy Board’s term to May 2018
59. 07/04/2017
6.2. e)
The Board approved the co-option of Rudrik du Bruyn onto the Academy Board
60. 07/04/2017 The Board approved the 2017-2018 IIA SA and Academy budgets
16
DECISIONS TAKEN BY THE BOARD
Item
No
Meeting Date/
Paragraph Reference
Action
6.4.4 d) and g)
61. 07/04/2017
6.4.8 d)
The Board approved the IIA SA responses to the IAASB Agreed upon procedures
62. 02/06/2017
6.3.7
The Board approved the Edcom proposal that CIAs may be exempt from the IAT and go directly into the PIA RPL process. It was agreed
that CIA cannot be grandfathered into the PIA as the RPL process is connect to the underlying qualification. Individuals may not be
grandfathered into a qualification.
63. 02/07/2017
6.3.7
The Board approved the Edcom proposal that current PIA presenters may undergo a special RPL process and earn the qualification
underlying the PIA in order to earn the PIA designation. All future presenters must be PIAs before they can join the pool of PIA
presenters
64. 14 July 2017
6.2(f)
The Board approved the amendments made to the Regional Policy, subject to effecting the changes stated.
65. 14 July 2017
6.3.5 (a) and (b)
The IIA SA award winners and the Chairman’s Guardian of Governance Award recipients were approved by the Board
66. 15/09/2017
6.2(f)
Changes to the By-Laws approved for voting in the AGM
67. 15/09/2017
6.3.4 (c) and (f)
The Financial Statements for the Institute and the Leadership Academy were approved subject to the proposed minor changes being
effected
68. 15/09/2017
6.3.8 (c)
The signing of the IRC SA Constitution was approved.
69. 15/09/2017
15% Fee Increase Approved
70. 15/09/2017
7% Bonus Increase Approved
71. 15/09/2017
IRC SA Constitution Endorsed
72. 27/09/2017
(Ad Hoc Board
Meeting)
The list of candidates nominated to represent IIA SA in the IIA Global Committees was approved.
73. 02/10/2017
(Ad Hoc Board
Meeting)
The list of candidates to be elected for IIA SA Board at the AGM was approved.
17