Professional Documents
Culture Documents
1
How to use these DVDs
• The DVDs are intended to supplement your
prescribed texts – they do not replace them!
• Work through the Study Technique DVD
• Plan your weekly studies carefully…
– Look at the topics to be covered in the tut letter
– View the weekly guidance instructions from me
– Then, for each topic in the tut letter…
• View the DVD on that topic for theory direction / revision
(only if necessary!)
• Attend to any open book highlighting / underlining / etc.
• Conduct any additional reading where necessary
• View the DVD to work through any included questions first
• Attempt the assignment questions on your own
Textbooks?
• I strongly recommend buying the following
prescribed texts (I refer to them in the DVDs)
– SAICA Handbook - 2015/2014
– SAICA Legislation Handbook – 2015/2014
– Auditing Notes for SA Students – 9th edition (LexisNexis – Jackson &
Stent) – (Prescribed for CTA 1 and 2)
– Applied Q’s on Auditing – Latest edition (6th?) (LexisNexis - Marx, Van
der Watt, Sadler & van Staden) - (Prescribed for CTA 1 only)
– Advanced Case Studies in External Auditing & Corporate
Governance, Prinsloo, F.E., 2015. Latest edition(10th
Edition?) AuRet Publishing (Prescribed for CTA 2 only)
• Open book policy – may only take in one (the same) version
of all the handbooks (Pg 10 – TL101)
2
Ok, let’s head into the detail
• Note that the order of the
DVD topics may be different
to UNISA’s
– NB to refer to DVD Index to
quickly locate which topics are on which
discs
• So, let’s start off establish the big picture
regarding auditing first…
Time line
3
Pre-engagement activities…
Open book references?
• ISA210 – Terms of engagement
• ISA 220 & ISQC1 – Quality control
• ISA 300 – Planning the audit
Approach
1. We will have a look at each of
these standards (the what to do…)
2. We will consider how to perform what the
standards require
3. We will consider a practical approach that pulls the
requirements together and makes them easier to study…
4
ISA 300 (Planning an audit of financial statements)
Para 6
• Repeat of ISA 210 & 220 requirements for
continuation of an audit
Pre-engagement activities
• Approach to pre-engagement activities
(4 components):
5
ISA 300 - Planning
• 3 phases in planning
– 1. Preliminary engagement
activities
• Consideration of the impact of any
matters identified during the preliminary
engagement acceptance activities…
– Risks?
6
Steps followed during planning…
1. Understanding the entity & it’s environment
(ISA 315)
2. Assessing the risk of material misstatement at
both AFS and account balance level (ISA 315)
3. Setting planning materiality (ISA 320)
4. Establishing the response to identified risk at
an overall and account balance level (ISA 330)
5. Attending to any administrative issues
Planning steps:
Understanding the entity to identify & assess risks …
7
ISA 315 – Understanding the entity…
• Risk assessment procedures (ISA 315 Para A1 to A13)
– Inquiries of management & others
• Not only financial management, but also…
• Those charged with governance
• Internal audit
• Experts
People
• Relevant section heads, etc
Places
– Analytical procedures
• Comparison of expectations against actual to identify unexpected
trends, relationships, etc
– Observation & inspection
• Site visits
• Inspecting documents (strategy docs, management accounts, etc)
• Reading management reports
• Performing a walk-through of information systems
ARP
Paper
• The “4 P’s” may make these easier to remember?)
8
ISA 315 – Assessing the risk of material
misstatement…
• Identify risk through considering the understanding obtained about the entity
– risk in entity = “inherent risk”
– risk in internal controls = “control risk”
• Consider risks that are pervasive to the audit as a whole
– “financial statement level”
– Will affect many account balances…
– Requires an overall response through changing the way the audit is conducted (refer
ISA 330 later)
• Consider risks that relate to the account balances / classes of transactions
– “account balance level”
– Will affect only 1 class of transactions or only a few (related) account balances
– Must be linked to the assertions
AR = IR x CR x DR
Possible responses to balance DR at an assertion
Risk assessment at level
• Changing the extent of substantive testing
Account Balance (by (indirectly proportional to level of DR)
assertion) level… • Changing the nature of tests depending on level
of required DR (TOD vs. ARP)
• Changing the quality of evidence required
depending on level of DR
9
ISA 315 – Assessing the risk of material
misstatement…
• Significant risks (ISA 315 Para 27 to 29)
– Require special audit consideration (described in ISA 330)
– Are a matter of professional judgment
– Need to consider at least the following…
• Risk of fraud (identified through ISA 240)
• Recent significant economic, accounting or other development which
requires specific attention
• Complexity of a transaction
• Significant transactions with related parties
• Degree of subjectivity in financial information’s measurement and
• Significant transactions outside the normal course of business
– Need to consider client’s internal controls over these risks or
their response to these risks (where no controls are
appropriate)
Copyright NSOA Learning (Pty) Ltd 28
• Cut-off • Stuff from this year was recorded this year and
stuff from next year was not recorded in this year.
10
Year end assertions
• Completeness • Nothing left out – assets & liabilities that should
have been recorded, have been recorded
11
Assessing risks i.t.o. the assertions
• Year end balance assertions – is there anything that suggests…
– That any of these customers are fictitious? (existence)
– That they have left out any of these customers from the final
record? (completeness)
– That they have recorded the year end debt at an inappropriate
amount or carrying value (will they recover the debt)? (valuation)
– That they have not correctly disclosed any other parties who may
have a legal entitlement to the proceeds of the debt? (rights)
12
ISA 320 - Materiality
• Definition
Info is material if it’s
– omission or misstatement could
– individually, or in aggregate
– influence the economic decision of users.
– Also depends on the size of the item or error
judged in the particular circumstances of it’s
omission or misstatement.
13
Question on Planning…
• “Alphachem” (2008 CTA Exam question)
– Pre-engagement activities
– Risk at AFS level
– Risk at Account balance level
– Also has “use of an expert” –leave this for later…
• Question, Solution & Approach are all on the “attachments CD”
• Approach:
– Attempt question yourself first (before looking at solution / watching DVD)
– Even if just as a “high level summary” / “plan”
– 50 mark question so allocate 18 minutes to this “plan”
– Then review the DVD to see if you were approaching the
question correctly …
• Let’s work through the mind-map.
14
NB, NB, NB!
• There are basically only 3 things that
can go wrong in any info system
(3 broad risk areas…)
– Doing something that shouldn’t be done
– Not doing something that should be done
– Doing something that should be done, but getting it
wrong
• This is one of the most important
frameworks for you to understand…
15
What are the activities performed in the
Revenue & Receipts cycle, for e.g.?
16
What could go wrong?
• What could go wrong (the risks) with the
invoicing of the goods to the customer (stage 3)
– We invoice customers for goods that were
never delivered! (Validity control objective)
– We don’t invoice customers for goods that were
delivered (Completeness control objective)
– We don’t invoice the customer at the correct
amount! (Accuracy control objective)
Attaching controls?
• Once you have understood the control objectives
that apply to each activity / stage, then you ask
this…
• “How does the client prevent that from happening?”
AND
• “Can the client detect whether that did happen, so
that they can correct it?”
• The answers to these 2 questions are the internal
control activities (or the weaknesses, if the client
isn’t doing anything or enough)
17
So then… Studying the cycles…
What should you do?
• Only thing you really need to know is the
activities within each cycle…
• You then attach the control objectives to each
activity…
• If you understand the control objective,
thinking up a control activity then isn’t too
difficult?
Internal control
Characteristics of good internal control:
(Reference to Auditing Notes)
– D ocument design
– I solation of responsibility
– S egregation of duties
– C ontrol environment
– C ompetent, trustworthy staff
– C ustody of assets
– C omparison & reconciliation
Copyright NSOA Learning (Pty) Ltd 54
18
Approaching CIS…
• It is still an information system – it is just that a
computer is now involved…
• The control objectives do not change – the
same possible errors are still there…
• Control activities become more complex as we
start to use computerised activities to address
the control objectives…
Each
application
has it’s own
General controls over
controls are the input,
Acquisitions Revenue
established processing
application application
to govern & output of
and operate it’s data
over all Payroll
applications application
Copyright NSOA Learning (Pty) Ltd 57
19
General controls…
• Refer Auditing Notes and the
mind-map summary of these categories
• My recommendation is that you
create more detailed maps for each of these
individual categories…
• An understanding of these general controls can
often help generate ideas in an application based
question – just look at required carefully…
20
Applications control framework
• Controls need to be in place to address the control
objectives (V, A, C) over
– Input (data capture)
– Processing (data manipulation)
– Master file changes, and
– Output of information
• There will be standard computerised control activities that
achieve the control objectives at each of these stages in any
system…
• Refer text book references and the mind-map for further
guidance…
21
Understanding CAATs
• Around the computer
– Reconciling output to input
CAATs
• With the computer
– “data orientated”
– Used for substantive tests mainly
– Generalized audit software (standard packaged
programmes – e.g. ACL)
– Purpose-written audit software (programmes to suit
a specific client need)
– On-line audit
(using client’s own utility and report writing
programmes)
Using CAATs
• Summary of functions typically performed by CAATs:
– Casts and calculations
– Investigations & analysis
– Sample selection
– Summaries
– Comparisons
22
Advanced CIS environments
• Typically more complex environments with an
absence of clear audit trails…
• 7 Characteristics of these systems…
1. No input source docs
2. Authorisation controlled by computer
3. On-line, real time, multiple file update
4. Automated controls are extensive
5. Little output or audit trails
6. Complex programs
7. Exchange of info across entities
What to emphasize?
• NB sections:
– Networks
– Databases
– EDI & EFT
– Internet trading
– Use of service organisations (bureaux)
23
Networks (Ch9/5)
• Sharing of hardware (and software) across
multiple points…
• Different types (LANs / VANs / WANs / etc.)
• Audit implications (risks)
– Access control
– Security & integrity of communication channels
24
Trading via the Internet
• Risks and controls summarised
in Auditing Notes Ch9/22
25
Zimbatu Lodge
• Let’s have a look at the
question and work
through the mindmap
to discuss the
approach…
Penprof
• Let’s have a look at the
question and work
through the mindmap
to discuss the
approach…
Paparazzi
• Let’s have a look at the
question and work
through the mindmap
to discuss the
approach…
26
JIT Couriers
• Let’s have a look at the
question and work
through the mindmap
to discuss the
approach…
Introduction to auditing…
• Establishing the “big picture”
• What is an audit?
– An independent opinion as to the degree to
which financial statement information is fairly
presented.
• Why do we need an audit?
– To protect 3rd parties who rely on info presented
to them by management to make their decisions
– Statutory requirement where the level of “public
interest” is high enough…
How do we do an audit?
• Accept the appointment
• Develop a plan as to how we are going to
establish that the figures are fairly presented
– Understand the business
– Consider the risks
– Establish materiality guidelines
• Execute the plan (gather the evidence)
– Test controls
– Perform substantive tests
• Conclude and report
• All of this within the appropriate regulatory context
(ISA; AP Act and Co’s Act)
27
Qualities required of an auditor…
• What primary qualities does the auditor
need to have to be able to offer protection
to 3rd parties regarding the figures?
– Independent / objective
– Capable – technically competent
– Credible
Summary
• So this section therefore looks at the environment
within which auditors operate…
• The IFAC Code of Ethics / SAICA’s COPC /
IRBA’s DR
• Gives us a framework in terms of acceptable behaviour
• Auditing Profession Act
• Regulates the Auditing profession
• Companies Act
• Covered in CTA Level 2 syllabus only
• Sets out the statutory responsibilities
28
Ethics
• Critical for the profession to be seen to be ethical!!!!
• So then , what are ethics?
• Ethics are a code of “behaviour” in a situation where
there is not a simple right or wrong?
• Some questions that may be asked in an ethical
dilemma
– “Am I doing the right / best thing?
– Is it honest / truthful?
– “Do unto others as you would have them do unto you”
– Build goodwill / greatest good for the greatest numbers?
– Am I comfortable explaining my position to those I
respect?
29
The IFAC Code of Ethics
• Originally released by IFAC and adopted by SAICA w.e.f. 30 June 2006
30
COPC – Fundamental principles
• Integrity (Section 110)
– Straightforward & honest in all dealings
– Not knowingly being associated with returns that reflect
false, reckless or misleading statement
31
COPC – Conceptual Framework
• Identify threats to these 5 fundamental principles
• Evaluate whether the threat is significant or not
• Where significant, put safeguards in place to
mitigate the risk
COPC – Safeguards
• Created through the profession, regulations, legislation
– Corporate governance
– Companies Act
– CPD requirements
– Etc…
• And / or, in the work environment
– Firm-wide safeguards (examples in 200.12)
– Engagement specific safeguards
(examples in 200.13)
• And / or established by the client (200.15)
32
COPC – How to study it
Must understand the concepts…
Understand the principles
Id threats to the principles
Categorise them
Consider if significant
Consider safeguards
Must know your way around the Code
Main index / Part B index / Independence index
(290.100 onwards)
Review the detail and highlight / sideline key bits
Must allocate time to doing this!
Copyright NSOA Learning (Pty) Ltd 97
Objectivity
• Very NB section – big emphasis placed on this area –
incorporates “Independence” - lots of examples…
• Cannot be “linked” in any way to the client – must be able to
remain unbiased / un-influenced…
• 2 levels:
– in mind
– in appearance
• Same approach
– Identify threats to objectivity / independence
– Consider whether they are significant
– If significant, establish safeguards
PART B - AUDITORS
• Professional appointments 1. Need to understand the
• Conflicts of interest threats to each of these.
• Second opinions
2. Need to know the
• Fees & remuneration
possible safeguards to
• Marketing professional
services reduce these threats to an
• Gifts & hospitality acceptable level
• Custody of client assets 3. Remember your open
• Objectivity / Independence book policy. Need to
– Separate index for Sec 290
know your way around
though!!!
33
Part C – CA’s in business
• Professional accountants need to apply the same
framework to the work they do / positions they
hold…
– Potential conflicts (between work demands and COPC)
– Preparation & reporting of information (needs to be true)
– Acting with sufficient expertise
– Financial interests
– Inducements
34
So, how is the COPC tested?
• Most often by providing a scenario and
then requiring you to comment on
behaviour / actions taken by the
auditor i.t.o.
– COPC
– And sometimes the AP Act too?
• Therefore need to know your way around
the COPC well to be able to apply them to a question…
• Remember the open book indices… (Flag these: Main
index / Independence (S290) index) – they are useful
“checklists” to be sure that you have picked up
everything…
35
CTA Question 6 – Pg 56
• Don’t look at the solution!
– Use of reading time?
– Read through the information in each
matter and as you go through see if you
can identify the potential threats to the
principles.
– Note the mark allocation to each matter as
an indication of the depth of discussion…
– Categorise each threat into 1 of the 5
groups (familiarity, self-interest, etc).
– Let’s work though it.
36
Auditing Profession Act 2005
• S45 on RI’s is very brief and the IRBA published a 66 page
guideline document on RI’s to provide the necessary
detail…
• Refer to the “IRREG” section at the back of the
SAICA Handbook Volume 2
• The need to report i.t.o. S45 only applies if
you are the auditor of the company
Defining a RI…
• Refer Appendix 1 (IRREG – 29) for a decision tree…
– Any unlawful act or omission
• Co’s Act,
• Income Tax Act,
• Prevention of Corruption Act, etc…
– Committed by management
• Or not adequately dealt with by management once aware of it…
– Which causes, or may cause, material financial loss OR
– Is fraudulent or amounts to theft (no materiality inclusion!) OR
– Represents a material breach of fiduciary duty
37
Auditing Profession Act 2005
• S45 – Reportable Irregularities
• Other points to note…
• Need to consider info from all sources (over-rides
confidentiality)
• No legal protection if you report a RI that was not
reportable
• May be sued if you do not report an RI that should
have been reported…
• IRBA may, on receipt of 2nd report notify any
appropriate regulator
Copyright NSOA Learning (Pty) Ltd 112
Corporate Governance
History of Corporate Governance:
• King 1 – 1994
– Listed companies had to include a report on compliance with this Code
• King 2 – 2002
– Produced the “Code of corporate practices & conduct” (“The Code”)
• Sarbanes-Oxley – 2002 (USA)
– Not law in SA, but SA subsidiaries of US firms needed to conform…
• Companies Act amendments (2006) & New Co’s Act (2008)
– Audit committees; rotation of auditors; legal backing to the accounting
standards…
• King 3 – September 2009…
– Due to changes in international governance trends and
– New company’s Act
38
Corporate Governance
Application of King 3
• All entities, regardless of:
– Form of incorporation…
– Size…
– Whether operating in public or private sector…
• “Apply or explain” approach
– Indicate application of the Code or
– If not, explain why not…
Corporate Governance
Principles of good corporate governance…
UNISA indicate the need to always refer to these
principles when answering a CG question…
1. Transparency
(presents a clear and true picture?)
2. Accountability
(of decision-makers)
3. Responsibility
(Mgt take action where required)
4. Fairness
(rights of all stakeholders acknowledged
& respected)
Corporate Governance
The King 3 Code – 8 significant aspects:
1. Board of Directors
2. Audit Committees
3. Governance of risk
4. Governance of IT
5. Compliance with laws, codes & standards
6. Internal audit
7. Governing stakeholder relationships
8. Integrated reporting & disclosure
39
SAICA Handbook
• Excellent open book opportunities for students
• Intro & background (Pgs 4 – 17)
• King Code of Governance Principles (Pg 19 – 49)
• Glossary of terms (Pg 50 – 61) (Note the section
on risk)
• King Report on Governance at the back provides
the detail / explanation of the principles
Board of directors
• NB Sections
– 2.16 – Chairman
– 2.18 – Composition
– 2.19 – Appointment
– 2.20 – Development
– 2.22 – Performance evaluation
– 2.23 – Committees
– 2.25 – Remuneration
Audit Committees
• NB Sections
– 3.1 – Establishment
– 3.2 – Composition & skills
– 3.3 – Chairperson
– 3.4 – Responsibility towards
integrated reporting
– 3.5 – Responsibility for
combined assurance model
– 3.7 – Towards internal audit
– 3.9 – Towards external audit
40
Governance of risk
• NB Sections
– 4.1 – Board responsibilities
– 4.2 – Determining risk tolerance
– 4.3 – Risk committee
– 4.4 – Performing risk assessments
– 4.7 – Risk responses
Governance of IT
• NB Sections
– 5.1 – Responsibility
– 5.2 – Alignment with performance
& sustainability
– 5.3 – Delegation of responsibility
(with 5.7)
– 5.4 - Monitoring & evaluation of
IT expenditure
– 5.5 – IT to be part of risk management
– 5.6 – Management of IT assets
41
Internal Audit (IA)
• NB Sections
– 7.1 – Establishment of IA function
– 7.2 – Approach & plan
– 7.3 – Assessment of effectiveness of
controls & risk management
– 7.4 – Audit committee role
– 7.5 – Positioning of IA function
42
Corporate Governance
Typical questions?
• You are provided with a scenario and you need to conclude
on the adequacy of compliance…
– Approach:
• Identify the CG component being referred to
• State what is happening
• Comment on whether it complies or not
• If it doesn’t comply, explain why
• You are asked to give advice as to how the entity can comply…
– Approach:
• Identify the CG component being referred to
• State what needs to happen to comply (relate to scenario)
Copyright NSOA Learning (Pty) Ltd 127
CG Questions
• Have a look at the Alcatraz question on CG…
– What is the current composition?
– What does it need to be?
– Therefore what needs to be changed?
– Let’s look through the mind map…
• Applied Q’s – Ch4, Q1 (Included on the DVD)
– Identify component of CG
– Identify any non-compliance
– Give facts leading to it being identified
– Give details of the principle / recommendation
– Let’s have a look…
– Refer the mind map for a suggested solution.
Companies Act
• Close Corporations Act will probably
not be examined by UNISA.
• Examinable (confirm in your TL?)
– Amended Companies Act No 71 of 2008
• Open book legislation includes the 2011
amendments.
– Companies Regulations of 2011
• Also included in the open book legislation
43
Studying the Companies Act…
• Must use the tut letter to guide you in terms of
specific sections that need to be studied.
• I would suggest that before starting each
chapter, you review the tut letter guidance for
that chapter first, then watch the DVD
guidance, and then do the reading and open
book referencing.
• Very NB to allocate time to this exercise.
• Can then immediately get into your assignment
questions.
Copyright NSOA Learning (Pty) Ltd 130
My approach…
• I am going to focus only on what I believe to be the
main / more complex sections in each chapter…
• I am not going to work through each and every
section.
• You need to use the tut letter to inform you as to what
the relevant sections are that you need to know
• Will work through the Co’s Act and then the
Co’s Regulations…
• OK, so if you’re ready, let’s start working through
them…
44
Chapter 1… Part A & B
S 2: related persons & control
– Subsection (2) also dictates how “control” is determined…
S 3: subsidiary relationships
S 4: solvency & liquidity tests
– Commercially solvent (assets > liabilities) and
– Factually solvent / liquid (able to meet debts as they
become due)
– For 12 months from date of test / distribution
S 8: categories of companies
– Discusses “profit co’s”
– Definitions in S1 address “non-profit co’s”
Copyright NSOA Learning (Pty) Ltd 133
Chapter 2… Part B
S 15: Memorandum of Incorporation (MOI)
– Creation of MOI
• What it can contain or do…
– Creation of “company rules”
• Things not in Act and not in MOI…
Chapter 2… Part B
S 19: Legal status
– Juristic person with all rights of an individual
– Directors not automatically liable
– Reference to personal liability company
S 20: Validity of actions
– No action void simply because prohibited in MOI
– Shareholders can ratify actions by special resolution (unless
contravention of the Act)
– Shareholders can claim for damages against persons acting fraudulently,
with gross negligence or contrary to Act
– 3rd parties acting in good faith can presume compliance
45
Chapter 2… Part B
S 21: Pre-incorporation contracts
– May be entered into but liable if not subsequently adopted or ratified
– 3 months to ratify or reject or assumed to have ratified
– If ratified, company deemed to have contracted from the beginning
– If rejected, person can claim to the extent of any benefit derived by the
company
S 22: Reckless trading
– Must not carry on business
• recklessly,
• with gross negligence, or
• with intend to defraud any person or
• for fraudulent purpose AND
– Must not trade if insolvent
Chapter 2… Part C
S 24: Company records
– In written form and for at least 7 years
– (3) & (4) lists records that must be maintained
– (5) lists director information that must be maintained
S 28: Accounting records
– Must keep accurate & complete records
– Must be accessible from registered office
– Offense for a company to
• Keep records that are inaccurate, incomplete or in the incorrect format – if done
with the intent to deceive or mislead
• To falsify records
– Offense for a person to
• Falsify records
Note for purposes of Reportable Irregularities!
Chapter 2… Part C
S 29: Financial statements
– Must satisfy reporting standards and must fairly present
– Must show assets, liabilities, equity & income & expenses
– Must set out date produced and accounting period
– Must state whether audited, independent reviewed or neither & must
indicate name and designation of preparer / supervisor of statements
– May provide a summary - (requirements in para 3)
– Must not be false or misleading or be materially incomplete
– Offense for person who prepares, or is party to the preparation of
financial statements that
• Do not comply with the reporting standard or do not fairly present
• Or are materially false or misleading
Again, note the significance of this for RI purposes!
46
Chapter 2… Part C
S 30: Annual Financial statements
– Must be prepared within 6 months of year end
– Must be audited if
• Public company
• Required by the regulations (Refer Regulation 28)
• Voluntary elected
– Or must be independently reviewed
• Exempt if every shareholder is also a director…
– Must
• Include an auditors report
• Include a directors report
• Be approved by the board and signed by an authorised director
• Be presented to the first shareholder meeting following approval
– Continued…
Chapter 2… Part C
S 30: Annual Financial statements (continued)
– Must include particulars showing payments to directors…
– Including
• Remuneration
• Pensions
• Compensation for loss of office’
• Shares issued
• Details of service contracts
– (6) includes a long list of what constitutes “remuneration”
Chapter 2… Part D
S 35: Legal nature of shares
– No nominal or par value
– Company may not issue shares to itself
– Authorised (not issued) shares have no rights
– Shares that have been issued but then acquired by or surrendered to the
company, also have no rights
S 36: Authorisation for shares
– MOI must set out
• Classes of shares & numbers that may be authorised to issue
• For each class, a distinguishing designation & the preferences, etc for that class
– MOI may set out
• An authorised number of unclassified shares (to be classified later)
• A class of shares without specifying preferences, etc (to be set out later)
– Any changes to authorised share aspects
• Special resolution OR
• By the Board (if not prohibited by the MOI) – must file notice of amendment
47
Chapter 2… Part D
S 37: Preferences, rights, limitations & terms
– Unless indicated otherwise in the Act or the MOI, each issued share has 1
voting right
– Every share has a right to vote on any changes to the preferences, etc
associated with that share
– If only 1 class of shares
• Right to vote on any shareholder matters
• Right to receive net assets on liquidation of company
– If more than 1 class of shares, MOI must provide that
• For each matter to be voted on, at least 1 class must have voting rights
• On liquidation, at least 1 class has right to receive net assets
– List of possible preferences, rights, etc. in paras (5) & (6)
– If MOI is amended to materially and adversely change any preference, those
shareholders have right to seek relief if
• They notified the company in advance of their intention to oppose the change
• They were present at the meeting and voted against the change
Chapter 2… Part D
S 38: Issuing shares
– Board may resolve to issue shares at any time to the extent that the shares have been
authorised
– If a company issues shares that are not authorised or in excess of numbers authorised,
this may be retroactively authorised (have 60 days)
– If the resolution to retroactively authorise is not adopted
• The share issue is a nullity to the extent that it exceeds authorised levels
• Company must return fair value of shares in excess plus interest
• Certificates and share register entries are regarded as being void
• Directors are liable if
– They were present at the meeting approving the issue and
– Failed to vote against the issue
S 39: Subscriptions of shares
– Only applies to private & personal liability companies
– Right to subscribe to issues in proportion to existing holding
– MOI may restrict this right
– May take fewer than entitled to, in which case the balance becomes
available to others…
Copyright NSOA Learning (Pty) Ltd 143
Chapter 2… Part D
S 40: Considerations for shares
– May only be issued by the Board for “adequate consideration to the company”
(as determined by the Board)
– On receipt of the consideration
• Shares are regarded as “fully paid”
• Company must issue the shares and update the securities register
– There are allowances for considerations to be
• Negotiable at a future date
• In the form of an agreement for future services
• Shares to be issued and held in trust until conditions are met
• These shares have no voting rights but may receive distributions (dependent on the
degree to which conditions have been met)
48
Chapter 2… Part D
S 41: Shareholder approval for certain share issues
– Special resolution approved by the shareholders is required for issues
• To directors or to related persons (para (2) contains exceptions)
• If the voting power of the issued shares will exceed 30% of the voting powers
of that class of shares immediately prior to the issue
S 42: Options for subscription of shares
– May issue options for the allotment of, or subscription to authorised
shares
– Board to determine the consideration & terms
– Directors liable if approve the option without there being the
appropriate number of authorised shares available for issue at the date
of exercising the option
Chapter 2… Part D
S 44: Financial assistance for subscription of shares
– Not applicable if company is in business of lending money
– Unless prohibited in the MOI, the general rule is that the Board may
provide assistance to any person for the subscription or purchase of
shares of
• That company OR
• A Related company OR
• An inter-related company
– In terms of para (3) & (4) – the assistance must be
• Pursuant to an employee share scheme OR
• Pursuant to a special resolution of the shareholders adopted within the previous 2
years AND
• Immediately after providing the assistance, the company meets the solvency / liquidity
tests AND
• The terms and conditions of the assistance are fair & reasonable to the company AND
• Any terms and conditions in the MOI relating to this, have been met
– Contraventions are deemed void
– Directors can be held liable
Copyright NSOA Learning (Pty) Ltd 146
Chapter 2… Part D
S 45: Loans or Financial assistance to directors
– Not applicable is company is in business of lending money
– Unless prohibited in the MOI, the general rule is that the Board may
authorise assistance to
• A director of the company or a related or inter-related company OR
• To a related or inter-related company (note the contradiction in the title) OR
• To a member of a related or inter-related corporation OR
• To a person related to any of the above…
– In terms of para (3) & (4) – the assistance must be
• Pursuant to an employee share scheme OR
• Pursuant to a special resolution of the shareholders adopted within the previous 2 years
AND
• Immediately after providing the assistance, the company meets the solvency / liquidity tests
AND
• Any terms and conditions in the MOI relating to this, have been met
– (5) Need to provide differing written notice periods of any resolution to do
this to shareholders (depending on value of the assistance)…
– Contraventions are deemed void
– Directors can be held liable
Copyright NSOA Learning (Pty) Ltd 147
49
Chapter 2… Part D
S 46: Distributions to be authorised by the Board
– Remember definition of “distribution” in S1
– Company not to make any proposed distribution unless
• Pursuant to an existing legal obligation or a court order OR
• The Board has, by resolution, authorised the distribution; AND
• It appears that the solvency / liquidity test will be met immediately after
making the distribution, AND
• The Board has acknowledged that it has applied the test and is satisfied that
it will be met
– If the distribution has not been made within 120 business days from
original proposal, the Board must reconsider the solvency / liquidity test
and adopt a further resolution acknowledging that it has applied the test
and is satisfied with the results
– If test fails and distribution was in terms of a court order, Board may
apply to the courts for a reconsideration of the amount of the
distribution given the companies financial position.
– Directors may be liable for non-compliance
Copyright NSOA Learning (Pty) Ltd 148
Chapter 2… Part D
S 47: Capitalisation shares
– Unless prohibited by MOI, with a resolution…
– The Board may allocate authorised shares as capitalisation shares on a
pro-rata basis in terms of existing shareholdings
– Board may decide to offer a cash payment to shareholders as an
alternative to taking up the capitalisation issue BUT
– Board needs to then consider the solvency / liquidity test i.t.o. S46 on the
basis that all shareholders might elect to take the cash.
Note that the cap issue is not regarded as a “distribution” as defined in S1
but the cash alternative is (the therefore S46 applies to it but not the cap
issue)
Chapter 2… Part D
S 48: Company or subsidiary acquiring company’s shares
– A company may acquire it’s own shares subject to the liquidity / solvency
test in S46 (i.e., there would be a “distribution” as defined)
– Subsidiary may acquire shares in holding company but all subsidiaries
together must not hold > 10% of the holding companies shares – subs
have no voting rights while they remain subsidiaries
– Cannot do this if the only remaining shares are held by subsidiaries or
are convertible or redeemable shares
– Agreements entered into by the company where they agree to purchase
back their shares at a later date are enforceable. If this transaction then
fails the S46 test, the company needs to apply to a court to determine a
fair value payable
50
Chapter 2… Part F
S 57: Interpretation & applicability of Part F (Governance)
– If a profit company (other than state-owned) has only 1 shareholder:
• May exercise voting rights without a need to comply with notices or internal
formalities (Except to the extent defined in the MOI)
• S59 to S65 do not apply (shareholder meetings & resolutions)
– If a profit company (other than state-owned) has only 1 director:
• May exercise any powers without a need to comply with notices or internal formalities
(Except to the extent defined in the MOI)
• S71 ((3) to (7)), S73 & S74 do not apply (removal of directors and board meetings)
– If a company (other than state-owned) has shareholders that are also all
directors:
• Any matter referred to shareholders by the board does not need to comply with
notices or internal formalities (Except to the extent defined in the MOI) provided that:
– Every such person was present at the board meeting where the matter was
referred
– Quorum requirements are met
– There is sufficient consent to meet the special or ordinary resolution
requirements Copyright NSOA Learning (Pty) Ltd 151
Chapter 2… Part F
S 60: Shareholders acting other than at a meeting
– A resolution that could be voted on at a shareholders meeting may
instead by done as follows:
• Submitted for consideration to relevant shareholders
• Voted on in writing by such shareholders within 20 business days of receipt of the
submission
• Adopted if written responses meet the equivalent special / ordinary resolution
approval requirements
– Specific mention that this can be done when electing a director
– Company must deliver a statement containing the results of the poll
within 10 business days of adopting the resolution
Chapter 2… Part F
S 61: Shareholders meetings
– Board (or any other person specified in MOI) may call a shareholders
meeting at any time
– A company must call a shareholders meeting
• If required by the Act or the MOI
• If required to fill a vacancy on the board
• If receive written demands calling for this by shareholders holding at least 10% of the
voting rights (or lower % if specified in MOI) – company may apply for a court order
setting this aside if seen to be frivolous or in respect of business already concluded
– Annual general meeting must be convened by a public company
• < 18 months from date of incorporation (first time)
• < 15 months from date of previous AGM
• Must include at least
– Presentation of director’s report, audited financial statements and audit
committee report
– Election of directors (where required by Act or MOI)
– Appointment of auditor and audit committee
– Any matters raised by shareholders
Copyright NSOA Learning (Pty) Ltd 153
51
Chapter 2… Part F
S 62: Notice of meetings
– 15 business days – public or non-profit company
– 10 business days – in any other case
– MOI may provide for longer periods
– Must be in writing and must include contents set out in (3)
– There are remedies where the required notice is not given - (4) & (5)
S 64: Meeting quorum & adjournment
– Need at least 25% of voting rights present to begin or to decide on a matter
– MOI may specify a higher or lower %
– If > 2 shareholders, in addition to the above, at least 3 shareholders must be present
– Have 1 hour to meet quorum requirement before postponement by 1 week (meeting
not able to begin) or to a later time in the meeting (matter not able to be discussed)
– the 1 hour and /or the 1 week can be amended in the MOI
– Person presiding at the meeting may extend the 1 hour by a reasonable period if
there are reasonable grounds to do so
– Postponed meetings require no additional notice and do not require a quorum to
begin
– Meetings may be adjourned if there is majority support from those
entitled to vote (refer details in para 10 to 12)
Copyright NSOA Learning (Pty) Ltd 154
Chapter 2… Part F
S 65: Shareholder resolutions
– Ordinary resolution
• Supported by at least 50% of votes
• Except for the removal of a director i.t.o. S71, MOI can change the % to be
higher (can be set at different levels for resolutions on different matters)
• Must always be at least 10% difference between OR and SR
– Special resolution
• Supported by at least 75% of votes
• MOI can change the % to be lower (can be set at different levels for
resolutions on different matters)
• Must always be at least 10% difference between OR and SR
Means that an OR can have a max of 65% if SR is kept at 75%
Means that an SR can be reduced to 60% if OR is kept at 50%
Chapter 2… Part F
S 66: Boards & directors
– At least 1 director – private or personal liability company
– At least 3 directors – public or non-profit company
– Election or appointment is null if the person is disqualified i.t.o S69
– Company may pay remuneration to it’s directors but this must be in
terms of a special resolution approved by shareholders within the
previous 2 years
S 68: Election of directors
– Decided on through a voting process by shareholders
– Each vacancy considered separately (each shareholder has 1 vote)
– To fill a vacancy, a candidate requires a majority vote
– Directors may be appointed by the board to serve on a temporary basis
until voted in – these directors have the same rights, powers & liabilities
as a fully fledged director until they are voted in
52
Chapter 2… Part F
S 69: Ineligibility of directors
– MOI may impose additional grounds of ineligibility to those in the Act or may
impose a minimum qualification requirement to be a director
– (7) – grounds for ineligibility (they cannot even be considered for appointment)
– (8) – grounds for disqualification (they are eligible but cannot be appointed)
– Exceptions exist if the director is the only shareholder
Chapter 2… Part F
S 71: Removal of directors
– May be removed by an ordinary resolution at a shareholders meeting
• Director must be given same notice of the meeting as shareholders
• Director must be provided an opportunity to present to the meeting
– If > 2 directors, and a shareholder or director has alleged that a director
has become ineligible, disqualified, incapacitated or is negligent:
• Board must determine the matter by resolution (excluding the director involved) and
may accordingly remove a director
• Director to be given notice and an opportunity to present
• Director has the right to appeal the decision to a court
• If board decides all is OK, any director who disagrees with the decision (and voted
against it) may also appeal the decision to a court
• Board cannot remove a director if there are < 3 directors but any shareholder or
director can apply to the Companies Tribunal for a decision in relation to this section
(i.e. where a director is seen to be ineligible, etc)
Chapter 2… Part F
S 72: Board Committees
– Unless prohibited by MOI, Board may appoint any number of committees
and may delegate authority to these committees
– Committees may include non-directors but
• They cannot be ineligible or disqualified (as if they were directors)
• They cannot vote
– Committees may consult with other persons or receive advice
– Committees have the full authority of the Board regarding matters
referred to them
– The Minister may specify that certain companies must have a “Social &
Ethics Committee”.
• Refer Regulation 43
• Companies may apply to be exempt from this requirement
53
Chapter 2… Part F
S 73: Board Meetings
– A director authorised by the Board may call a meeting at any time
– They must call a meeting if required to do so by
• At least 25% of the board (if board members number > 11) OR
• 2 directors in any other case
• These figures may be altered in the MOI
– May be conducted electronically provided all persons can communicate
concurrently (video conferencing)
– Board to determine form and time for giving notice
– Quorum = majority of directors present
– Each director has 1 vote
– Resolution passed based on majority decision (if tied, chairman may cast
deciding vote if they did not already have a vote – otherwise it fails)
– Must keep minutes as prescribed in (6) & (7)
Chapter 2… Part F
S 74: Directors acting other than at a meeting
– Unless prohibited by the MOI…
– May vote through written consent by the majority of directors instead,
provided that each director received notice of the matter
S 75: Directors personal financial interests
– If a director has a personal interest in (or knows that a related person has
a financial interest in) a matter to be considered by the Board…
• Must disclose the interest and it’s general nature before the matter is considered
• Must disclose any material information related to the matter and known by the
director
• May disclose any observation of pertinent insights if asked
• If present at the meeting, must leave the meeting prior to the matter being considered
(still counts for quorum purposes but may not vote)
• Must not take part in the consideration of the matter
• Must not execute anything in relation to the matter on behalf of the company
unless instructed to by the Board
– If the interest arises after the matter is approved, the director
must disclose the details to the Board or shareholders
Copyright NSOA Learning (Pty) Ltd 161
Chapter 2… Part F
S 76: Standards of directors conduct
– Director must not use their position to gain a personal advantage or to
knowingly cause harm to the company
– Directors must communicate to the Board asap any information coming
to their attention that is not immaterial or public knowledge, unless they
are bound by confidentiality (legally or ethically) to not disclose it
– Directors must exercise their powers and perform their functions
• In good faith and for a proper purpose
• In the best interests of the company
• With the degree of care, skill and diligence reasonably expected of someone in that
position
– Directors will be deemed to have acted in the best interests of the
company and with reasonable care & skill if
• They have taken reasonably diligent steps to become informed
• They have no material personal financial interest (or they declared it i.t.o. S 75)
• They supported a decision having had a rational basis for belief that the
decision was in the best interests of the company
– Continued… Copyright NSOA Learning (Pty) Ltd 162
54
Chapter 2… Part F
S 76: Standards of directors conduct (continued)
– Directors are entitled to rely on
• employees whom they reasonably believe to be reliable and competent
• Legal counsel, accountants or other professionals retained by the company and
believed to have particular skills or competencies
• Committees of which the director is not a member (unless they believe that the
actions of the committee do not merit confidence)
S 77: Liability of directors
– Breach of fiduciary duty (not acting in best interest of company)
• Contravention of S 75, S 76 (2), S 76 (3) a) or b)
– Delict (negligence)
• Contravention of S 76 (3) c)
• Contravention of any other provision in the Act (not specifically mentioned in this
section)
• Contravention of any provision in the MOI
– List of actions for which a director is liable - (refer para 3)
– Liability is joint and several
– Proceedings may not be instituted > 3 years after event giving rise
to the claim Copyright NSOA Learning (Pty) Ltd 163
55
Chapter 3… Part C
S 90: Appointment of auditor
– Must be done upon incorporation (or within 40 business days of that date)
and then annually at each AGM
– Requirements
• Must be a RA
• Must not be prohibited i.t.o. para (2) (b)
• Must be acceptable to the audit committee as being independent
– If a firm of auditors is appointed, the individual responsible for the audit
needs to meet the above requirements
– Retiring auditors may be automatically reappointed unless
• They no longer qualify
• They wish to resign
• They need to be removed in terms of the rotation requirements
• The audit committee objects to the reappointment
• The company has notice of an intended resolution to appoint another auditor
– If the AGM fails to appoint or reappoint the position, directors
must fill it within 40 business days
Copyright NSOA Learning (Pty) Ltd 166
Chapter 3… Part C
S 91: Resignation of auditors and vacancies
– Resignation effective when notice is filed
– Must appoint a new auditor within 40 business days if a vacancy arises and
there was only 1 incumbent auditor
– May appoint a new auditor at any time if there is more than 1 incumbent
(joint audit)
– Board must propose at least 1 RA for consideration to the Audit committee
within 15 business days of the vacancy arising
– May proceed with the appointment if the audit committee does not give
notice within 5 business days of a decision to reject the proposed auditor
– Changes in the composition of members of an audit firm does not create a
vacancy unless the change results in less than half the original members
remaining – in which case the firm is deemed to have resigned, giving rise
to a vacancy
Chapter 3… Part C
S 92: Rotation of auditors
– The same individual may not serve as auditor for more than 5 consecutive
years
– If serve for 2 or more years and then ceases to serve, cannot be
reappointed until at least 2 further financial years
– If joint auditors, company must manage the rotation to ensure that not all
joint auditors are replaced in the same year
S 93: Rights & restricted functions
– Access at all times to accounting records, books & documents and is
entitled to require information and explanations as required
– Holding Co auditor has right of access to subsidiary AFS and to explanations
and information in connection with these statements
– Entitled to receive notice of, attend , and be heard at any general
shareholders meeting in matters relating to the auditors duties or function
– May not perform any service that would create a conflict of
interest i.t.o. the AP Act or as determined by the Audit Committee
Copyright NSOA Learning (Pty) Ltd 168
56
Chapter 3… Part D
S 94: Audit Committees
– Applies to public companies, state-owned companies or other company if
required by its MOI
– To be elected at each AGM and to comprise at least 3 members
– Unless a subsidiary of a company who has an audit committee that will
perform the required functions for the subsidiary too
– Each member must be a director and must not be
• Involved in day to day management (so, must be non-exec directors)
• A prescribed officer or full time employee (or must not have been this for the last 3 years)
• A material supplier or customer of the company
• Not be related to any of the above
– Para (7) sets out the duties of the audit committee
– Para (8) sets out guidelines to the audit committee in considering the
independence of the auditors
Note: It would be useful to study the sections relating to Directors,
Boards, Auditors, Audit Committees, etc. in the context of King 3
Copyright NSOA Learning (Pty) Ltd 169
Chapter 7…
S 159: Protection for whistle blowers
– MOI cannot negate or limit the applicability of this section
– Applies to any disclosure of information (by persons listed in para 4) if
• Made in good faith and
• The person making the disclosure reasonably believed at the time of making the
disclosure that a company or director has
– Contravened this Act
– Failed (or is failing) to comply with any statutory obligation
– Engaged in conduct that has endangered any individual or the environment
– Unfairly discriminated against any person (or condoned this)
– Contravened any other legislation in a manner that could expose the company to a
risk of liability or is inherently prejudicial to the interest s of the company
– There is protection through compensation if a person making these
disclosures is prejudiced or threatened in any way
– Public & State-owned companies need to establish and maintain systems to
receive these disclosures confidentially and to act on them. They
should also routinely publicise the availability of such systems to
relevant persons. Copyright NSOA Learning (Pty) Ltd 170
Chapter 9…
S 213: Breach of confidence
– It is an offense to disclose confidential information concerning the affairs of
any person obtained in carrying out any functions in the Act or in
participating in any proceedings in terms of the Act
– Exceptions in (2)
57
Companies regulations 2011…
I am only going to focus on a few of the more important regulations
but please use your tut letter to guide you in terms of any additional
regulations that UNISA want you to know about…
58
Companies regulations 2011…
Reg 42: Audit committee member qualifications
– Reference to S 94(5)… - Minister may regulate prescribed qualifications
– At any one time, at least 1/3 of the committee must have academic
qualifications or experience in:
• Economics,
• Law,
• Corporate governance,
• Finance,
• Accounting,
• Commerce,
• Industry,
• Public affairs, OR (note that this is not AND)
• Human resource management
To conclude…
• Need to allocate the time to this Act…
• If you do the work well now, there will be
much less time required during final
revision on this section…
• Must spend time testing your ability to
identify the relevant sections and then
applying the rules (which we will explore
in the Question Bank DVDs)…
59
Companies Act…
• The key to answering questions is being able
to identify the relevant sections which can
then be accessed where necessary…
The Question…
• Case 1:23 (required b only) from “Advanced Case Studies” 8th
Edition by Frans Prinsloo
• Lets then compare what you found to what I found and have a
look at the mindmap...
60
Quality control
• Why is this important?
– To safeguard ethical behaviour (COPC)
– To limit the potential for liability through
negligence (S46 of AP Act)
• Guidance
– ISQC1 – QC for firms that perform audits
– ISA 220 – QC at an audit engagement level
ISQC 1 Para 9-13 Para 14-17 Para 28-35 Para 36-45 Para 46-73 Para 74-93
ISA 220 Para 6-7 Para 8-13 Para 14-18 Para 19-20 Para 21-40 Para 41-42
Quality control
• Note that ISA 220 is often simply the Engagement
Partner needing to ensure that the policies set in
place through ISQC1 have been complied with on
specific engagements…
• It is very important that you read through ISQC 1
and ISA 220 and do your “open book thing”
• Refer to the mind map summarising the key
aspects of the elements of QC.
61
Auditor’s responsibility re fraud
• ISA 240 - Important statement & a great framework!
• Fraud vs Error?
– All to do with intent – fraud involves intention.
62