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