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BETTER DIRECTORS. BETTER BOARDS. BETTER BUSINESS.

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Reporting suite

General icons used in this report

Integrated Report

Annual Financial Statements

Governance Report

BETTER DIRECTORS. BETTER BOARDS. BETTER BUSINESS.

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• Primary communication to stakeholders on our value-creation process

• Prepared in accordance with the International <IR> Framework (2021)

• Statements of financial performance and position

• Prepared in accordance with IFRS for SMEs

• An explanation of our application of good governance

• Prepared in accordance with King IV Report on Corporate Governance in South Africa 2016 (King IV)

Represents further information available online at www.iodsa.co.za

MS Represents findings from our Member Survey.

PXRepresents the application of the King IV Report on Corporate Governance in South Africa 2016 (King IV). If P is added, it indicates the relevant King IV Principle that is applicable.

Represents an impact of the COVID-19 pandemic on the organisation

Page reference

https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/E1C72386-2AEF-4AB7-9E54-6255E18806AE/IoDSA_Annual_Financial_Statement_2020.pdf


https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/E1C72386-2AEF-4AB7-9E54-6255E18806AE/IoDSA_Governance_Report_2020.pdf


1IoDSA INTEGRATED REPORT 2020

ContentsReporting suite TH

About this report2

Organisational overview4

External environment8

Message from the Chair12

Message from the CEO15

Governance20

Stakeholder relationships28

Business model34

Material matters30

Summary financial information66

Risks and opportunities40

Strategy and performance summary38

Performance in detail48

Outlook summary45

2 IoDSAINTEGRATED REPORT 2020

About this reportconsidered the six capitals; the various elements of our value-creation process; and the needs interests and expectations of stakeholders over the short, medium and long term.

AssuranceThe IoDSA has adopted a combined assurance framework with the aim of integrating the assurance provided by internal and external assurance providers on high-risk areas facing the company. We use the three lines of defence model to coordinate and optimise our assurance efforts. This model includes management, internal oversight functions (human resources, compliance, health and safety and risk management), and external assurance functions (outsourced internal audit, external audit, and other ad-hoc specialists).

Board responsibility statementThe Board acknowledges its responsibility for ensuring the integrity of the integrated report.

This integrated report is prepared by the CEO, with input from the Board members and the rest of management. The completeness and accuracy of information is reviewed by the executive team, relying on the combined assurance process. Technical input is also sought from a specialist in integrated reporting. The integrated report has been approved by the Audit and Risk Committee, with final approval by the full Board.

In our opinion, the 2020 integrated report is presented in accordance with the International <IR> Framework (2021).

Muhammad SeedatChair

22 April 2021

Boundary and scopeThe scope of this report covers the IoDSA’s process through which value is created, preserved or eroded over time, which takes into account all six capitals. It covers the financial reporting entity as well as the risks, opportunities and outcomes that stem from external stakeholders and entities. The reporting period is 1 January 2020 to 31 December 2020. This integrated report has been prepared in accordance with the International <IR> Framework (2021). This year we have made an effort to improve on the disclosure in our previous integrated report, specifically in the areas of Material Matters and Outlook.

Financial Capital

Manufactured Capital

Intellectual Capital

Human Capital

Social and Relationship Capital

Natural Capital

MaterialityWe apply materiality in assessing what information should be included in our integrated report. This report, therefore, focuses particularly on those matters that could substantively impact our ability to create, preserve or erode value in the short (1 year), medium (2–5 years) and long (+5 years) term. Our material matters, which were determined through management input and board review, are reflected on page 30 of this report. In determining these material matters, we

TH


Who we areThe IoDSA is a non-profit company (NPC) with members and is the only professional body for directors that is recognised by the South African Qualifications Authority (SAQA) (ID422). Established in 1960 as a branch of the Institute of Directors in London, it has, over the years, grown to be the independent, sizeable professional body it is today.

Organisational overview

The IoDSA is also a promoter of corporate governance in South Africa, serving as convener and secretariat to the King Committee on Corporate Governance; and having ownership of the various internationally recognised King Codes/Reports.

The IoDSA operates throughout South Africa, primarily from its premises in Sandton. Some activities also take place outside South Africa’s borders.

Our year end is 31 December, and our Annual General Meeting takes place every year during June.

Our members are directors and prospective directors from various sectors of business, mainly within South Africa. We closed the year with 9 116 (2019: 9 424) members.

Our total staff complement is 38 (2019: 40) under a management team led by the CEO, Parmi Natesan. Ms Natesan is supported by executives Sherma Malan (overseeing membership, individual director development and certifications) and Vikeshni Vandayar (overseeing customised board development, board performance evaluations, governance advisory services and thought leadership).

The company is overseen by a member-elected Board of Directors led by Chair, Muhammad Seedat, with Louisa Stephens as Lead Independent Director.

We use experienced external facilitators to provide some of our services, with our tag line being ‘For Directors. By Directors’.

Purp

ose

Pass

ion

Prof

essi

onal

ism

Perf

orm

ance

Our values – core pillars of our identity

View our history timeline.

1 We innovate

2 We are agile

3 We are efficient

4 We have drive

1 We act with integrity

2 We show respect

3 We are team players

4 We communicate well

1 We display excellence

2 We find solutions

3 We take on more

4 We strive to improve

1 We show commitment

2 We understand the ‘why’

3 We are dependable

4 We do the right things

https://www.iodsa.co.za/page/OurTimeline


Our Mission (what we intend to do)To influence, develop and advance corporate governance and directorship by pursuing ethical and effective leadership in South Africa.

Refer to page 38 for further information on our strategy.

Our Vision (why we exist)Better Directors. Better Boards. Better Business.

Our Strategic Intent(ambitious long-term goal) Every director to be a member.

Our strategic objectives for the short and medium term

SO1 SO2 SO3 SO4 SO5

To grow and sustain the

organisation

To advance corporate

governance

To broaden our influence through

increased membership

To develop directorship as a

profession

To build a credible and visible brand

The following UN Sustainable Development Goals align most directly and materially to our strategic objectives and value-creation process.

We focus on health and wellbeing,

educational support, gender equality

and decent work and economic

growth for our own employees so that

we are able to grow and be sustainable.

We provide education and thought

leadership on the implementation of

good corporate governance which,

in turn, should positively impact

economic growth.

We continue to monitor the gender

balance of our members and have

introduced more member events

focussed on health and wellbeing.

We provide education on directorship, and

are advocates for gender diversity

on boards.

We ensure good working conditions

and fair remuneration for our employees. We

provide free thought leadership on the

implementation of good corporate

governance, which in turn should positively

impact economic growth.


Strategic objectives

Activities and outputsIn pursuit of our strategic objectives, we perform various

activities and produce various outputs

Contribution to total revenue

in 2020*

SO1

SO5

Individual market

SO3MembershipWe sell annual memberships to directors and prospective directors

• Member categories

• Membership subscriptions38%

(2019: 37%)

SO3EventsWe offer technical and networking events for our members

• New events created

• Events hosted0%

(2019: 0%)

SO4CertificationsWe register and offer two director designations

• Designations registered with SAQA

• Designations awarded

• CPD sessions hosted

• Education and CPD providers recognised

2% (2019: 2%)

SO4Individual Director DevelopmentWe develop and offer governance training to individuals

• Programmes developed

• Programmes hosted

• Delegates trained

26%(2019: 27%)

Corporate market

SO4 Customised Board DevelopmentWe offer governance training to boards

• Programmes hosted

• Delegates trained17%

(2019: 20%)

SO2

Governance AdvisoryWe provide governance advisory assistance

• Governance advisory projects conducted

• Governance queries responded to3%

(2019: 3%)

SO2 Board Performance EvaluationsWe facilitate evaluations of boards • Board evaluations facilitated

10% (2019: 9%)

General market

SO2Thought leadershipWe issue governance guidance and influence policy

• Guidance notes and articles produced

• Governance presentations/speaking arrangements conducted

• Policy commentary provided

• Research produced

• Media releases issued

1%(2019: 0%)

Our activities and outputs to support our strategic objectives

* The remaining 3% revenue was derived from miscellaneous sources.

Organisational overview (continued)

Global Network of Director Institutes

African Corporate Governance Network

Integrated Reporting Committee

of South Africa

30% Club Southern Africa

Anti-Intimidation & Ethical Practices

Forum

Independent Professional Body Forum

Public Sector Audit Committee

Forum

International Women's Forum

South Africa

As we all face similar challenges around member value and retention, and share a vision of protecting the public interest, we also work closely with various other professional bodies in the governance ecosystem.

What sets us apart

Non-profit company• BBBEE Level 3

• Profit not distributed but re-invested into the organisation to improve corporate governance and directorship in SA

SAQA-recognised professional body• Only recognised

professional body for directors in SA

• Two professional director designations: Certified Director and Chartered Director (SA)

World-class faculty• Our facilitators are

currently serving directors

• Collectively, our faculty has over 350 years of practical boardroom experience

• Our facilitators have experience in a wide variety of sectors

Brand you can trust• 60-year-old brand

• Publication and ownership of each King Report on Corporate Governance

• Leading industry expert and specialist service provider

• International corporate governance affiliations

The IoDSA positions itself as a promoter of corporate governance and directorship in South Africa and as a brand of excellence for governance services both in the business-to-business and business-to-consumer markets.

We support this positioning through constant monitoring of service feedback and other information from clients, as well as the competitive landscape, which ensures that we have active plans to build on our strengths, evaluate opportunities, and defend ourselves against threats.

Key alliances

In the furtherance of corporate governance, the IoDSA is a member of, and lends its support to, the causes of these bodies. See Governance committees/initiatives/networks on stakeholder relationships on

page 28.



External environment

Significant factors in our external environment include:

The pandemicIt is fair to say that most of us began 2020 with the usual feelings of optimism and great plans for the year. This mood held for much of the first quarter but the growing realisation that a dangerous and infectious virus was on the loose began to ring the alarm bells. The State of Disaster was proclaimed on 16 March 2020.

Some called this a black-swan event, but others argued it was rather a white swan because a global pandemic should have been, and was, foreseen. What nobody foresaw, though, was the magnitude and duration of the response by governments, and the profound (and still not fully understood) impact on society and business.

The COVID-19 lockdowns required all organisations, including the IoDSA, to change the way they did business very rapidly. With face-to-face interactions being either prohibited or discouraged, depending on the prevailing lockdown regulations, remote working/working from home rapidly became the norm. It is clear that the further down the road towards digital transformation an organisation was, the better it was able to adapt. Overall, we can say that digital transformation has become a major strategic imperative.

Work-from-home initiatives have led to extra, often substantial, budget allocations being required. It can be argued that this money is well spent as it seems likely that work styles could change permanently.

Another big impact of the pandemic has been heightened emphasis on health and safety. Concern for the wellbeing

of employees and customers has become paramount, and has significantly affected productivity and incurred further unplanned expense. Of course, some lives have been lost as well, with incalculable consequences.

Overall, the economy has shed thousands of jobs – no accurate figures are yet available – and many people have had to take salary cuts. At the same time, many organisations have had to cut budgets in the light of reduced demand or general uncertainty.

For governing bodies, the pandemic is forcing a reassessment not only of strategies but of the whole notion of strategy. It seems clear that strategy will have to become a more iterative process that responds to change more flexibly, rather than a static document that is reviewed at intervals.

During this period, the IoDSA issued three press releases related to the pandemic, offering advice to boards: “Boards should take the lead on COVID-19 impact to organisations”, “Reset, all change” and “COVID-19 crisis points to the need for robust succession plans”.


SO3SO1

PerformanceCEO Report

Risks

R1 R4 R5

StakeholdersMembers

Employees Clients

Facilitators

Material matters

MM7

Outlook

O1



SO1 SO3 SO4

PerformanceCEO Report

Risks

R1 R6

StakeholdersMembers

EmployeesClients

Suppliers

Material matters

MM5 MM7

Outlook

O1 O4

The economyDue to the pandemic, the South African economy contracted significantly in the second quarter of 2020. In response, business sentiment also declined, with reports of capital projects either being put on hold or scrapped. By the fourth quarter, however, economic activity had picked up as restrictions were eased.

It seems the first quarter of 2021 has also seen a continued uptick of economic activity in the face of revived local and international demand. However, persistently high unemployment and the continuation of load shedding are likely to inhibit growth and dampen sentiment.

Another blow was the lowering of South Africa’s foreign and local currency ratings to Ba2 (two levels below investment grade) by Moody’s Investors Service. Both Fitch and S&P had already lowered the country’s credit ratings. As the Minister of Finance observed in a statement, the downgrade would raise borrowing costs and constrain the fiscal framework.

The IoDSA’s fifth Directors’ Sentiment Index Report confirmed a generally negative perception relating to the economy, with skilled labour and labour overall a key concern. Directors’ perceptions about the economic health of South Africa showed a sharp decline in positivity. Respondents identified economic

uncertainty, energy security and corruption as the top three economic challenges facing organisations.

The World Bank’s Global Economic Prospects 2021 report predicts the country will achieve 3.3% growth in 2021. This apparent good news must be tempered by the fact that this growth comes off a low base: the economy shrank substantially in 2020, with an estimated 6.1% decline in per-capita income.

The long-term economic effects of the pandemic remain somewhat unclear. What is clear, though, is that this environment of risk and change also creates significant new opportunities – a viewpoint that echoes King IV’s position of risk and opportunity as interrelated. Nevertheless, this continuing period of global change and uncertainty will tend to dampen economic activity and, without doubt, both individuals and corporates will be warier about committing discretionary spending.


State of governance and directorshipDuring the period under review, there was heightened scrutiny of the state of governance generally, and directorship in particular, in South Africa. The Zondo Commission into state capture generated (and continues to generate) headlines with sensational revelations of poor corporate governance in both public and private sector organisations.

It is hard to judge what the long-term effects of the Commission will be until it completes its work, and the public is able to see whether consequences follow.

There were numerous other investigations into corporate (and/or governance) collapses in private sector, including the much-spoken-about Steinhoff and Tongaat Hulett, where many South Africans are hoping for the all-too-rare instance of leaders being held accountable.

In the public sector, the case of the former chair of South African Airways, Dudu Myeni, who was declared a delinquent director was something of a milestone because it demonstrated just how serious the

consequences of not fulfilling directors’ duties could be. In a press release, the IoDSA highlighted that the judgement shows that directors must inform themselves properly about the nature and extent of their duties or risk severe penalties, and that the courts will use the King Report on Corporate Governance as well as legislation to hold directors accountable.

The IoDSA’s Directors’ Sentiments Index Report showed that directors were more positive about the state of governance than they were about the business and the economy – although less positive than in 2019. The results also indicated that boards are less positive about the implementation of the corporate governance practices.


SO2 SO3 SO4 SO5

PerformanceChair Report

Risks

R3 R6 R7 R9

StakeholdersMembers

Regulators and policy makers Media

Material matters

MM1 MM4MM3

Outlook

O2 O3

External environment (continued)



SO1 SO3 SO5

PerformanceChair Report

Risks

R1 R2 R3 R6 R7

StakeholdersMembers

EmployeesClients

Material matters

MM2 MM4

Outlook

O4

Technology advancesTechnology advances were highlighted in the previous integrated report but the impact of technology change during the current period under review was even more profound, and will continue. When the lockdowns were announced, organisations of all types and sizes were forced to shift to digital platforms with all possible speed.

A consensus is emerging that technology will grow in importance as a way to adapt to change, and that the way we do business has been changed fundamentally.

In short, the Fourth Industrial Revolution has been substantially advanced, and the trajectory of business has been disrupted. Businesses that have survived the harsh realities of the past year simply have no choice but to accelerate their digital transformation. Research by McKinsey shows that responses to COVID-19 have sped up the adoption of digital technologies by an average of seven years globally, with many of the most significant changes set to remain as the recovery builds up speed.

It should be noted that moving current business models onto digital platforms is not going to be enough – this shift is disruptive, and organisations have to respond accordingly. Those that were able to respond have survived but they will now have to identify the myriad new opportunities inherent in disruption; those that could not adapt have unfortunately perished. The McKinsey research points to the fact that now only 10% of executives see technology as a cost saver, with more than half saying that technology investment is driven either by the attempt to gain competitive advantage or to realign their business models totally around digital technologies.

The IoDSA’s fifth Directors’ Sentiments Index Report found that South African directors saw the cost of IT infrastructure and digitisation as a negligible business risk, perhaps an indication that they have already embraced technology as a non-discretionary expense, and one that is not grudged.

An element of this shift onto digital platforms that deserves special mention is the exponential growth of social media. For organisations, social media offers tremendous opportunities for reaching existing and potential customers, and for communicating with stakeholders directly and immediately. At the same time, though, social media represent a potential risk of reputational damage. It is therefore critical for organisations to update their social media policies and codes of conduct to protect against this. The IoDSA issued a press release arguing that boards should see social media as an important reputational risk, and take action accordingly.

Social media can also have a negative effect on society generally because of the ease with which unverified stories can be disseminated. This can also cause reputational damage to individuals if they don’t understand and follow the legal and other established rules and parametres.


It gives me great pleasure to present my second report as Chair of the IoDSA Board.

Message from the Chair

experience and strong brand give it strong credibility in the field of governance and directorship, and differentiate us from competitors. Our custodianship of the King Reports is also a key factor, as is our ability to confer professional designations.

Use of technology in the businessIt is pleasing to report that our team was able to move our training and other services effectively and efficiently onto digital platforms when the State of Disaster was announced. In order to make remote working possible, it was imperative to ensure that all our employees had the necessary equipment and connectivity.

Another innovation was the launch of a weekly webinar in place of our usual live events. Under the title of Boardroom Bytes@9, these webinars proved to be extremely popular and had the advantage of allowing people from a much broader geographical spread to attend. They are so popular with members that we plan to continue with them even when in-person events are possible again.

Client and member compliments rose during this period in which employees were working remotely.

The IoDSA’s move onto digital platforms has been reflected in our growing presence on social media. Specifically, our Facebook page and Twitter account are becoming essential communication channels for us. We have also seen growth in our following on Youtube, as a result of our Boardroom Bytes@9 webinar videos being posted there.

Company performanceWe revised our original 2020 budgets towards the middle of the year to take into account the changed economic circumstances and the impact of COVID-19 on our business prospects.

What a year it was! Along with everybody else, the IoDSA found 2020 exceptionally challenging, but I believe that we, as an organisation and as individuals, rose to the challenge. We were not only able to adapt to the immediate challenges but have begun to make changes that will hopefully build on what we learned during 2020 to make the IoDSA more responsive to member needs.

Diamond jubileeOur sixtieth anniversary was obviously a significant milestone for our company. Owing to the pandemic, of course, we could not celebrate with a gala dinner as planned. However, a digital celebration at least marked the event and graphically illustrated the new world in which we are living. A special edition of Directorship looked back on the six decades of IoDSA and the evolution of our approach to governance.

Operating conditionsAfter a very good first quarter, the second quarter saw our revenues come under strain owing to the lockdown and the resulting pressure on the economy. In-person training and events had to be cancelled in order to comply with social-distancing requirements, and we quickly moved onto digital platforms. This move was also dictated by our decision to keep the office closed as much and for as long as possible to protect our staff, members and other stakeholders from infection.

Our clients took time to get accustomed to the concept of virtual training and events. As lockdown progressed, they became more accustomed to the idea, and our revenues started to increase in the third quarter.

During the review period, competition from various consultancies offering governance services continued to increase, indicating the growing demand for these services from the market. The IoDSA’s years of


My sincere thanks goes out to our members and clients for their continued support under tough economic pressures; to the IoDSA team under the leadership of our CEO Parmi Natesan for delivering unbelievable results in a very challenging environment; and to our Board members for their invaluable time and wisdom in steering the organisation forward.

In a related exercise, we restructured our organisation in the light of an in-depth analysis aimed at ensuring we were fit for purpose and as efficient as possible in the light of the then-uncertain times ahead. We were mindful of protecting as many jobs as possible but the result was unfortunately a reduction in our headcount. We were fortunate to be able to avoid retrenchments as the redundant staff members opted to take voluntary separation packages.

I am delighted to report that we were able to exceed the revenue targets set by our revised budget with a final revenue figure of just under R50 million. Careful cost management enabled us to exceed not only the revised profit target but also the original one. We ended the year with a record profit of R4.4 million. I congratulate our management team for achieving these excellent results in very challenging circumstances.


Message from the Chair (continued)

Another highlight of the year was that our 2019 Integrated Report won the Non-Profit Organisation category in the Chartered Governance Institute of Southern Africa/JSE Integrated Reporting Awards for 2020. Further congratulations are due in this regard.

The IoDSA’s role in governance and directorshipBoth governance and directorship remained firmly in the spotlight during 2020, with corruption, state capture and high-profile corporate failures all attracting intense media attention.

The IoDSA is popularly perceived to be closely associated or indeed synonymous, with directorship and governance more generally. This is a source of brand strength, but at the same time it creates a vulnerability: when directors are seen to be misbehaving, our reputation suffers. The public is sometimes unaware that not all directors are members of the IoDSA and are thus do not fall under our Code of Conduct.

We must continue to educate the public about the limits of the IoDSA’s remit whilst continuing to play a prominent role as an advocate for good governance and ethical leadership via events, webinars, thought leadership and media releases, amongst others.

During the course of the past year, we worked hard to discharge our duty to protect the public interest by holding our members to account. Following the release of our new disciplinary regulations during the year, we convened a number of disciplinary panels. Our disciplinary process aims to combine fairness towards the member and our duty to the public.

The way forwardThe digital transformation of our business will continue to be a key focus during the 2021 financial year. Some of the main areas we are actively investigating include:• Developing a platform for member engagement.• Improving our digital education and training portals

and techniques.• Expanding our webinar programme to reach a wider

audience across South Africa and beyond our borders.• Redesigning the website to be more user-friendly.• Improving the member app by adding more

functionality.

As we move more processes and services onto digital platforms, we will increase productivity, permitting us to continue delivering and enhancing quality content and service to our members and other customers.

Overall, the key to our sustainability is to craft a value proposition that is compelling and responsive to what the market requires.

We expect market conditions to remain tough given the somewhat bleak economic outlook. Consequently, marketing and business development will continue to be focus areas. Innovation will be a critical differentiator in what will continue to be a highly competitive environment, and our various product offerings will have to be constantly refined in order to give our members and clients the help they need to govern in a rapidly changing and volatile environment.

Price sensitivity is also crucial, particularly over the short to medium term, so we have not increased membership and training fees for 2021.

Internally, we will continue focusing on careful cost containment and tight financial management. Implementing our Broad-Based Black Empowerment Strategy will remain an important objective.

King Committee post year-end updateSuresh Kana stepped down as Chair of the King Committee after the end of the year due to workload and capacity constraints. He was succeeded by former IoDSA CEO, Ansie Ramalho. We congratulate Ansie and look forward to working closely with her to enhance the value and credibility of the King Committee.

Muhammad SeedatChair of IoDSA Board


Message from the CEO

A year of disruption and innovationWe began 2020 with big plans for double-digit revenue growth and a glamorous gala dinner to celebrate our 60th anniversary Diamond Jubilee. Some of these plans were derailed as the COVID-19 pandemic materialised and lockdowns become the order of the day. Life in general, and business life in particular, was turned on its head. Instead of a year of growth and celebration, 2020 quickly became a testing ground for our ability to respond creatively to disruption.

As with most businesses, we had to adopt a digital business model at high speed, entailing the transfer of our usual in-person training, consultation and events onto digital platforms. We also had to equip our employees to work from home.

PerformanceOnce the full extent of the disruptions caused by the pandemic became clear, it became necessary to revise our 2020 budgets at mid-year. The revenue target was revised down to R48 million (2019: R53 million), and profit to R2.3 million (2019: R3.4 million). In the end, it is gratifying to report that, thanks to the success of our digital strategy, we were able to record revenue of just under R50 million, well over the revised budget; even more pleasing, careful cost containment allowed us attain a profit of R4.4 million, almost double the target in our revised budget.

MembershipDuring the course of the year, our membership numbers declined by 3.2%, from 9 424 members in 2019 to 9 116 in 2021. By contrast, 2019 saw our membership grow by 4.5%. This decline was due to lower rates of retention and enrolment of new members, largely owing to the economic impact of COVID-19.

On the plus side, it is pleasing to observe that the gender and racial split in our membership base has improved.

Looking to the future, we have grounds for optimism given the fact that our annual member survey as well as satisfaction ratings for individual projects were positive. Management has also taken careful note of areas in which improvement is needed.

EventsThe IoDSA’s regular calendar of events is one of its key differentiators. This programme had to be completely overhauled owing to the virus. In order to bridge the resulting gap, we initiated a series of weekly webinars, BoardroomBytes@9, featuring a roster of carefully chosen high-quality speakers. These events proved to be extremely popular, with the added benefit of allowing us to have wider reach, even beyond our national borders.

CertificationsThe professionalisation of directorship is a cornerstone of the IoDSA’s strategy. During the year, 11 Chartered Director and 112 Certified Director designations were awarded. Although the number of new Chartered Director designations may seem relatively small, it should be noted that our emphasis is on quality in order to build the credibility of what is the premier designation awarded by the IoDSA.

Another important development was to submit the Certified Director designation to the South African Qualifications Authority for recognition, as we have already done with Chartered Director. This approval is pending post year-end.

Individual director developmentThis area of our business was heavily impacted by COVID-19 as it was previously offered as in-person training. The speed with which the IoDSA team was able to shift this training onto digital platforms was impressive, allowing us to maintain revenues. An added bonus was that we could now service clients from remote areas who would ordinarily have been unable to attend in-person sessions.

By the year-end, we had hosted 146 programmes (2019: 182) which were attended by 3 658 delegates (2019: 3 594).


Message from the CEO (continued)

Customised board developmentSimilarly, COVID-19 affected our customised board development programme, which also traditionally took place in person. We were able to shift this programme onto digital platforms successfully, and ended up hosting 196 customised programmes (2019: 229), attended by 2 630 delegates (2019: 2 930).

These programmes were well received by corporates, and there is every indication that some of them will be sponsoring employees or board members to obtain the Certified Director designation as a way of improving board performance.

Governance advisory serviceWe continued to provide technical assistance to members relating to governance. During the year, we responded to 136 member queries (2019: 159) with free advice.

The number of fee-earning governance advisory projects grew strongly to 18 (2019: 10), despite the difficult economic conditions. It would appear that this growth demonstrates a growing corporate commitment to good governance. We expect this trend to persist.

Board performance evaluationsBecause this line of business relies less on in-person contact, it was less affected by COVID-19. While the tough economic conditions prompted some companies to curtail discretionary expenditure, we were able to facilitate 24 board performance evaluations (2019: 28).

Thought leadershipThe IoDSA has always placed great emphasis on generating thought leadership to build our own brand while contributing to the strengthening of governance in the country. During 2020, we maintained our pipeline of forum papers, guidance notes, practice notes, articles, alerts and research reports. We also continued speaking at conferences and other events to raise awareness about the positive contribution governance makes, and the role of directors.

Other thought leadership initiatives include issuing comment letters in an attempt to influence policy.

To provide governance guidance relating to the pandemic, the IoDSA issued a guidance note, a King IV practice note, articles and media releases, and a research report. We are also collaborating with regulators and other stakeholders on a task force to assess and manage the impact of the lockdown on reporting requirements and deadlines.

Marketing and public relationsThe IoDSA maintained its strong media presence during 2020. We obtained more radio and TV interviews, and more mentions in print, broadcast and online media. In parallel, we issued a large number of media releases on current issues relating to governance and directorship.

Traffic on our website increased as members moved online, and sought more resources to help them get through a difficult year. We were also pleased with the increase in our social media following.

Our brand manual and corporate identity were updated following our name change.

Human resourcesThe move onto digital platforms and the expectation of sustained economic and financial pressure prompted a thorough restructuring of the IoDSA’s organogram. Five positions were found to be redundant, with four of the affected employees accepting voluntary severance packages and one employee resigning. It is always difficult to lose good people but, in the end, we felt we had to take this step in the interests of the organisation’s long-term sustainability. New ways of working demand new skills.

Working from home was a big adjustment for our employees. As an organisation, we had to equip them with the technological resources, and also had to begin developing ways of managing and monitoring the productivity of a distributed workforce.

Developing a work-from-home policy was a first step. Another aspect of working from home is the need to find new ways of building team spirit, so we encouraged virtual team get-togethers.


2020 was a difficult year for us all, and the IoDSA responded to its challenges and uncertainties. It was only able to do so because our employees rose to the occasion – many thanks to you all. Thank you also to our faculty and other suppliers for their support and understanding.

My particular thanks go to my fellows on the management team, especially Sherma Malan and Vikeshni Vandayar. Our board put in a lot of extra time and effort to see us through the year, for which I am very grateful. I particularly relied on the Chair, Muhammad Seedat, who was a pillar of support and strength throughout the year.

Nothing would have been possible without the support of our members, clients, partners and sponsors, who all showed exceptional commitment to advancing the cause of good governance throughout the disruptions and uncertainty.

While many employees found working from home delivered many advantages, including reduced commuting time and greater productivity, we do recognise that managing work/life balance is something we are going to have to address in the future.

I am happy to report that our tally of member and client compliments increased during this time, a clear indication that our employees had indeed risen to the challenge and were continuing to deliver good service.

OperationsAs a good corporate citizen, the IoDSA elected to delay re-opening its offices as a measure to protect our employees and other stakeholders, and reduce opportunities for the virus to spread.

The business’s ongoing digital transformation journey required, and will continue to require, investment in technology.

Moving our business processes online obviously exposed us to greater cyber risk, and we conducted a thorough IT security audit to obtain a clear picture of our systems and how to make them more secure.


The 2020 AGM was successfully conducted online, a first for the organisation. We will continue to hold our AGMs digitally in the future.

At the AGM, we appointed Mazars as our auditors in line with good practice of rotating external audit firms.

Giving backThe IoDSA proudly joined other professional bodies in supporting the FoodForward campaign. We took on the challenge of raising money from our members to help combat the rising levels of food insecurity owing to COVID-induced job losses.

Future prospectsWhile 2021 began on a positive note with signs that an economic recovery was on the way, we expect individual and corporate spending to remain constrained for the foreseeable future. Consequently, we have adjusted our five-year targets.

Our primary focus remains attracting and retaining members and clients. To achieve those ends, we will concentrate on delivering a quality service aligned with changing market needs, while also remaining price-sensitive in the context of low economic growth.

Digital transformation will remain a priority as the world continues to change. While the pandemic certainly disrupted business and society profoundly, it also opened up opportunities for us as individuals, and for the IoDSA. We must keep our eyes open to identify these opportunities as they arise, and be prepared to seize them in order to ensure that the IoDSA remains successful and continues to add value to business and society.

Message from the CEO (continued)

In conclusion2020 was a difficult and disruptive year, there’s no question of that, and many businesses experienced existential crises. I am extremely proud of what the IoDSA was able to achieve in this challenging environment. Our successes in weathering the storms of 2020 are an inspiration, and I look forward to leading the organisation to new heights in a future that remains uncertain, but also full of opportunity.

Parmi NatesanChief Executive Officer

Here’s to the next 60 years!

King Committee ChairAfter our year end, Ansie Ramalho was appointed the Chair of the King Committee. Ansie recruited me into the IoDSA when she was CEO and has remained a mentor ever-since. I congratulate her on this appointment and look forward to working with her in a new capacity in the future.


StructureThe IoDSA is bound by the Companies Act of South Africa 2018 and its Memorandum of Incorporation (MOI). In addition, the IoDSA applies the voluntary principles of the King IV Report.

As promoters of corporate governance in South Africa, we believe it is our duty to set an example of the application of good governance, on a proportional basis, for a company of our size and nature.

Through ethical and effective leadership, we strive to achieve the governance outcomes of ethical culture, good performance, effective control and legitimacy.

As part of our annual reporting suite, we produce a Governance Report that details our application of King IV per governance principle.

Governance

Audit and Risk Committee

Assists the board with oversight of internal controls,

combined assurance

including internal and external audit, finance function,

financial and other reporting, risk governance,

technology and information

governance, and the investment

portfolio.

P4, P5, P11, P12, P15

Social and Ethics Committee

Assists the board with oversight of

ethics and culture, human resources,

corporate citizenship, sustainable

development and stakeholder

relationships, and compliance and environmental

impact matters.

P1, P2, P3, P13, P16

Nominations Committee

Assists the board with oversight

of board composition,

succession planning for

both board and management,

board nominations and selection

process, board evaluations, and

induction and ongoing training

of board members.

P7, P8, P9

Remuneration Committee

Assists the board with the policy and

oversight of fair and responsible

remuneration, and accurate and transparent

remuneration disclosure.

P14

Certifications Committee

Assists the board with oversight of

the awarding, revoking and

maintenance of the IoDSA

professional designations.

Board Committees

Executive ManagementOperational oversight and decision-making

Board of DirectorsStrategic oversight and decision-making

MembersAttend and vote at AGM

Our governance structure

P6, P10



To achieve integration and decision making within the structure, information flow between the Board and its Committees is critical. We achieve this through:

• Structured terms of reference

• Clearly delegated authority

• Carefully planned meeting dates and agendas

• Cross-membership on Board committee

• Committee chairs being members of the Board

• Sharing relevant information and documents.

Board focus areas in 2020In addition to the items highlighted in the Report from the Chair, the Board has focused on the following key areas and actions during 2020:

We continued with oversight of the company’s performance, taking market conditions, the competitive landscape, relevance as well as our risks and opportunities into account.

We closely oversaw the impact of the COVID-19 pandemic on the organisation, which necessitated a number of special meetings of the Board. This specifically included oversight of:

• Scenario analysis and planning

• Approval of revised budgets for 2020

• Remote working arrangements following on the closure of our offices

• The restructuring of the organogram

• Disaster-management regulations

• Approval of revised medium term targets for the organisation.

We also reconsidered the investment strategy of the organisation, taking into account challenges in the economy and financial markets which were exacerbated by the COVID-19 pandemic.

The organisation successfully held its first digital Annual General Meeting as a result of the COVID-19 pandemic and the need for social distancing. The Board oversaw the planning and execution thereof, with very positive feedback being received from IoDSA members who participated.

Having decided to rotate our external auditor, we recommended Mazars, which went to the members for final approval at the AGM.

Due to the size and nature of the organisation, succession planning at board and management level remains a key focus area for the Board, even more so following the organogram restructure.

During our annual Board Strategy session, we focussed our deliberations on the future of the IoDSA, where we see ourselves, our target markets and their needs as well as our powers and responsibilities in protecting the public interest. We also touched on the role digital technologies in the business, with a further deep-dive planned for early 2021.

We, as a Board, are satisfied:

• That good corporate governance is appropriately applied (see the Governance Report).

• With the quality of key strategic stakeholder relationships (see page 28).

• With the level of ethics in the company.

• With the company’s outcomes on the six capitals and the mitigation thereof (see page 36).

• That we have applied integrated thinking in our decision-making.

• That we have promoted an enabling environment for the company, under the leadership of the executive team.

• That we have stimulated innovation through the use of management KPIs and feedback mechanisms.

• That we have fulfilled our responsibilities in accordance with the Board Charter.

• That the Board and each Board Committee has the necessary knowledge, skills, experience and capacity to execute its duties effectively (see page 25 and the Governance Report).




Governance (continued)

Consideration of re-election of non-executive directors

Shortlisting of candidates for board vacancies

Approval of changes to delegation of authority

Approval of Board Charter

Approval of terms of reference of all Board Committees

Approval of Integrated Report, Annual Financial Statement and Governance Report

Approval of going-concern assumption

Report back from all Board Committees

Ratification of designation awards

Consideration of legal matters

Appointment of disciplinary panel members

Approval of new honorary membership

Approval of changes to composition of Board Committees

Approval of Board succession plan

Consideration of Board Composition

Co-option of candidate to fill Board vacancy

Approval of Disciplinary Regulations of member discipline matters

Approval of Declaration of Interests Policy

Approval of Board Travel Policy

Approval of Investment Policy Statement

Approval of 2021 business planning and budgeting

Approval of Enterprise Risk Management Framework (including risk-appetite and tolerance levels) and updated risk register

Approval of Remuneration Policy

Approval of AGM Notice

Consideration of Board Evaluation report for 2019

Review of executives performance

Other recurring items on the Board’s agenda included:


Committee focus areas in 2020Key focus areas for 2020 for each Board Committee included:

Audit and Risk CommitteeCareful consideration was needed to ensure sustainability in light of the pandemic. Annual budgets and business plans for 2020 were revised. Monitoring of quarterly financial progress, financial position and cash reserves continued. A review of the investment strategy also took place, as a result of market pressures following the pandemic.

During the organogram restructure, the Executive of Finance and Operations role was removed from the organogram; and replaced with a Senior Manager: Finance and Operations which was considered more appropriate for the organisation’s size and nature.

With the IoDSA external audit being up for rotation, following due process (taking into account experience, competence, independence, cost and BBBEE status), Mazars was recommend to the members for appointment.

With 2020 being the first full year of internal audit, the Committee considered the findings of the Financial Discipline review and Procurement review. In addition, due to the increased cyber-risk that working remotely resulted in, an IT controls review was also conducted, with the Committee overseeing remediation plans.

Social and Ethics CommitteeDue to the COVID-19 pandemic, the IoDSA closed its office to work remotely. On re-opening, the organisation ensured compliance and adherence to the COVID-19 regulations, which was an area of oversight for the Committee, in addition to the general oversight of health and safety.

Following the organogram restructure, an employee survey was undertaken. Despite the challenging times, the Committee was satisfied with the largely positive feedback on the manner in which the process was managed.

Transformation is a business imperative overseen by the Committee. The Committee monitored progress in terms of both Broad-based Black Economic Empowerment (BBBEE)and Employment Equity (EE) legislation. BBBEE remained a key consideration for the Committee in light of the intention to improve on the generic scorecard since going over the R50-million revenue threshold. The Committee was pleased with the Level 3 obtained in the 2020 audit. The Committee is also satisfied with plans to improve on our representation and opportunities in terms of employment equity.

With the Protection of Personal Information Act coming into force from 1 July 2020, the oversight of the implementation steps and readiness of the IoDSA was a key focus area for the Committee.

Nominations CommitteeFollowing the resignation of Zanele Morrison from the Board, a significant focus area for the Committee was the filling of a casual vacancy on the board, through co-opting a suitable candidate. Linked to various changes on the Board, succession planning for key positions on the Board was also addressed.

In addition, the Committee considered the performance and contribution of individual directors. It recommended interventions, where necessary, to ensure that board members were contributing optimally.



With changes and challenges in the external environment in which we operate, the Committee also deliberated which Board training initiatives would add value, with topics like the socio-economic landscape and social media risk being identified.

The Committee considered the impact on the executive team of the organogram restructure that look place during lockdown. With the already lean workforce being reduced, management succession planning was also a significant focus area for the Committee, and will remain a standing agenda item.

Remuneration CommitteeConsidering the economic uncertainty brought about by COVID-19, and after much deliberation, the Committee decided the prudent approach would be not to increase employee salaries for 2021. However, due to the effort and commitment shown by employees during the year, and the strong financial results of the organisation, the Committee approved:• A once-off monetary special recognition award paid

out in late 2020• A performance bonus pool to be paid out in 2021.

Certifications CommitteeDue to the strategic importance of our recognition as a Professional Body by the South African Qualifications Authority (SAQA), a key focus area for the Committee was providing oversight of the mid-term monitoring

review for ongoing recognition as well as the submission of an application to SAQA to register the Certified Director designation on the National Qualifications Framework.

Protecting the reputation and standing of the Chartered Director designation, is important for the long term sustainability and growth of the designation. To do this, it is important to ensure that prospective candidates are of the appropriate standard. The Committee therefore approved a review of the evaluation criteria and assessment processes to be concluded in 2021. The review aims to ensure that candidates are appropriately assessed against suitable criteria.

In light of the growing expectations of the public that IoDSA holds its members to account, the Committee paid specific attention to disciplinary matters where designated members were implicated of potential breach of the IoDSA Code of Professional Conduct. For the same reason, the Committee considered the reputational risk of designated members being mentioned in the media.

Remuneration

Finance and assurance

For the mandate, composition and other recurring items dealt with by each Board Committee, refer to the Governance Report



Total board members

9(2019: 9)

Executive directors

2(2019: 2)

% Female

67%(2019: 67%)

Board Evaluation score out of 5

4.2(2019: 4.3)

Non-executive directors, all independent

7(2019: 7)

Total board Number of board meetings

9*+ 1 strategy day

(2019: 4 + 1 strategy + 1 training)

% African, Coloured, Indian

78%(2019: 78%)

Number of board committee meetings

24*(2019: 19)

Board composition

* A number of special Board and Board Committee meetings were held during the year largely due to the COVID-19 pandemic

Skills and expertiseThe top 5 specialist skills for each director were collated

** Sustainability and Marketing specialist skills will be targeted for future board vacancies.

Strategy

Sustainability

Risk

Corporate governance

IT and digital

Legal and compliance

Remuneration

Finance and assurance

Stakeholder relations

Reporting Ethics

2%

Marketing

Skills and expertise

7%

7%

7%

7%

9%

0%**

18%

18%

7%

20%

0%**


DirectorsSana-Ullah Bray (47)Independent non-executive directorRace: Indian

Tenure: 4.5 years

Board committees:• Chair of the Remuneration Committee• Member of the Social and Ethics Committee• Member of the Nominations Committee

Designations and qualifications:• Chartered Director (SA)• LLB• BA (Law)• Management Development Programme• Executive Leadership Development

Programme

16/17

Sherma Malan (50)Executive directorRace: White

Tenure: 1.5 years

Board committees:

• Member of Certifications Committee

Designations and qualifications:• MBA• PG Dip. Financial Planning• B Ed (Hons) • B Com Ed

15/15**

Felicia Msiza (46)Independent non-executive directorRace: African

Tenure: 2.5 years

Board committees:• Chair of Social and Ethics Committee• Member of Audit and Risk Committee

Designations and qualifications:• Chartered Director (SA)• MBA• H.Dip Tax• B.Com

17/19

Parmi Natesan (41)Executive directorRace: Indian

Tenure: 6.5 years

Board committees:• Member of Social and Ethics Committee• Member of Certifications Committee

Designations and qualifications:• Chartered Director (SA)• Chartered Accountant (SA)• BCom (Hons)• BCom (cum laude)

17/17**

* Resigned subsequent to year end, due to capacity constraints ** For the executives, only their meeting attendance where they are members were collated. Their attendance as invitees is not captured in this total


Berenice Lue Marais (58)Independent non-executive director*Race: Coloured

Tenure: 0.5 years

Board committees:

• Member of Social and Ethics Committee

Designations and qualifications:• MBA• BA (Economics)

8/8


Eileen Wilton (61)Independent non-executive directorRace: White

Tenure: 1.5 years

Board committees:

• Member of the Audit and Risk Committee• Member of the Remuneration Committee

Designations and qualifications:• Chartered Director (SA)• Higher Diploma in Education• BCom • Post Graduate Diploma in Digital Studies

with distinction

20/20

Muhammad Seedat (38)(Chair)Independent non-executive directorRace: Indian

Tenure:7.5 years

Board committees:

• Chair of the Nominations Committee• Member of Certifications Committee

Designations and qualifications:• BCompt

22/22

Louisa Stephens (44)(Lead independent director)Independent non-executive directorRace: African

Tenure: 3.5 years

Board committees:

• Chair of the Audit and Risk Committee• Member of the Nominations Committee• Member of the Certifications Committee

Designations and qualifications:• Chartered Director (SA)• Chartered Accountant (SA)• BCom (Hons)• Business Science

26/26

Andre Visser (47)Independent non-executive directorRace: White

Tenure: 0.5 years

Board committees:• Member of the Remuneration Committee

Designations and qualifications:• B Com (Accounting)• Diploma in Financial Markets and Instruments

4/5

Further detail on our board members is available on our websiteMeeting attendance

• Ntuthuko Bhengu’s term of three years came to an end in June 2020, and he chose not to put himself forward for a further term.

• Zeona Jacobs stepped down from the Board in June 2020.

• Berenice Lue Marais and Zanele Morrison were appointed at the AGM in June 2020.

• Zanele Morrison resigned from the Board in September 2020 following a personal career change.

• Andre Visser was appointed by the Board in September 2020 to fill a casual vacancy. His appointment will be tabled at the upcoming AGM for approval by the members.

• Berenice Lue Marais resigned from the Board post-year end due to capacity constraints.

Since the publishing of our last Integrated Report, the following director changes have taken place:

https://www.iodsa.co.za/page/Board


Stakeholder relationshipsKey stakeholder grouping Why we need them

Our approach1

How we consulted

Their needs, interests and expectations

Members

• To strengthen our voice and influence

• To maintain sustainable revenue

Engage• Member

survey• Informal

• Benefits/value• Networking opportunities• Governance information• Access to non-executive

director (NED) positions

Employees • To deliver our services and achieve our objectives Empower

• Day to day• Employee

survey• Meetings

• Good working environment• Fair remuneration• Training and development

Regulators and policy makers

• To keep us abreast of governance and directorship policy changes and enable us to influence policy

Engage• Meetings• Day to day

• Participation in open commentary on policy

• Influence corporate governance positively

Professional bodies

• To extend our reach and influence Partner • Meetings

• Reciprocal member benefits• Partnering on activities• Sharing of information

Suppliers • To deliver quality supplies at fair prices

Monitor • Meetings• Day to day

• Fair procurement processes• Prompt payment

Facilitators • To deliver quality training and other services to clients Involve

• Meetings• Day to day

• Fair allocation of projects• Timely remuneration• Active engagement

Clients• To maintain sustainable

revenue• To widen our influence

Empower• Satisfaction

surveys• Day to day

• Quality service at fair prices

Forum sponsors • To co-create thought leadership Partner

• Meetings• Day to day

• Profiling of their brand within our constituency

Education providers

• To provide a wider range of continuous professional development (CPD) offerings to designees

• To expand awareness of governance and IoDSA offerings

Partner • Meetings• Profiling of their brand within

our constituency• Uptake in course registration

Media• To widen our influence• To enhance the perception

of our roleInform • Informal • Commentary on current

affairs

Governance committees/initiatives/networks

• To widen our influence• To have access to other

thought leadersPartner • Meetings

• Administrative and other support

• Sharing of information

1 Monitor, Inform, Involve, Engage, Empower, Partner


Our responseLink to our strategic objectives

Related risk and opportuni-tiesSee page 40

Link to material mattersSee page 30

Nature and quality of relationship*

SO1 SO2 SO3 SO4 SO5

• Ongoing review of member benefits• More events hosted with quality

speakers3 3 3 3

R2R1 R3

R5R4 R6

R9R7MM4

MM3MM2

MM7

MM1

• Wellness initiatives• Fair remuneration• Spending on skills development• Retention strategy

3 3R2R1

R4 R5

MM3MM2

MM7

MM5

• Comment letters on policy changes• Active engagement on policy matters 3 3 3

R7

R10

R3

R9

R8MM3 MM6MM1

• Actively participated in professional body forum to share learnings

• Joint initiatives3 3 3 3 R7R6 MM4

• Payment before 30 days of invoice date• Supplier review to take place 3 R2R1 MM7

• Reasonable spread of projects based on expertise and prior experience

• Prompt payment remuneration• Regular meetings and development

initiatives

3 3 3 3R2

R7

R1

R6

R3MM3 MM5MM2

• Updated methodologies and material to ensure relevance and quality

• Price sensitivity• Experienced facilitators for quality

advice and services

3 3 3 3

R2R1 R3

R5R4 R6

R9R7

MM2 MM7MM1

• Active engagement with forum sponsors

• Quality thought leadership output3 3 R7R3 R10 MM6

• Recognised education and CPD providers for IoDSA designees 3 3 R9R7 R10 MM6

• Increased media releases on topical governance issues 3 3 R7R3 MM3MM1

• Active participation in initiatives 3 3 R7R3 R10 MM6

* Determined through surveys, consultations and self-assessment.

See principle 16 in our Governance Report for information on how we govern stakeholder relationships.

Weak Cordial Strong



Material mattersMatters that could substantially affect our ability to create value:

The behaviour of our members and other directors has a direct impact on the credibility of the IoDSA, which is needed to give us legitimacy to meet our objectives and create value.

As a voluntary professional body, we have the power to hold our members to account against our member code of conduct. However, our jurisdiction over directors in general (who are not members) is fairly limited.

We have however spoken out in the media and via other platforms on the importance of ethical and effective leadership. We also continue to prioritise advocacy and relationships with key regulators and policy members, to drive IoDSA membership and thus strengthen our ability to hold directors to account.

Related strategic objectives Related outlook

Related risks and opportunities Related stakeholders

SO3SO1 SO5 O2 O3 R3 R7Members , Regulators

and policy makers , Clients, Media

Accountability of our members and other directorsMM1

The fast pace of change in the technological environment has a direct impact on the relevance of the IoDSA, which is needed in order for us to meet our objectives and create value in the new digital world.

Investment in this area also impacts employee productivity, which is critical in a business with limited human resources.

With our limited financial resources, we are continuously working towards introducing digital innovation that is appropriate and brings value to our stakeholders and the organisation.



SO3SO1 SO5 O4 R2 R7Members, Employees,

Facilitators, Clients

Technological advancementsMM2


Transformation is critical for our legitimacy in society, which enables us have more influence and thus create more value.

Within the IoDSA, we closely monitor our adherence to the Employment Equity Act and the Broad-Based Black Empowerment Act. We have made strides in achieving better representation amongst our employees and our board members, while making responsible and sustainable appointments and promotions.

The demographics of our members and designees are also pleasing.

Outside of the IoDSA, we continue to advocate for better race and gender representation in SAs boardrooms via media and other channels.



SO4SO3 SO5 O2 R3 R5 R7Members, Employees,

Regulators and policy makers,

Facilitators, Media

Transformation of IoDSA and the directorship professionMM3

As a voluntary professional body, the size and calibre of our membership base gives us our voice and our legitimacy. We are dependent on a strong and growing membership base to achieve our objectives and create wider value.

It is thus critical that we understand the needs and expectations of our members, in order to keep them satisfied and engaged with the service/value they derive. This in turn should lead to member retention and growth.



SO3SO1 SO5 O1 O2 O3

O4

R2

R7

R3 R6Members, Professional

bodies

Member retention, engagement and satisfactionMM4


Material matters (continued)

It is critical for the progress of the organisation in meeting our objectives and adding value, that we attract and retain key employees and facilitators with the requisite skills.

Being a non-profit, we are limited in our ability to compete with corporate remuneration/fees benchmarks.

We place a large focus on non-monetary benefits; including learning and development opportunities, work exposure and networking opportunities as well as wellness and engagement initiatives. We regularly engage with our facilitators.



SO4SO3 SO5 O1 R5 R6Employees, Facilitators

Attraction and retention of key talentMM5

Our ownership of the King Reports on Corporate Governance for South Africa and other thought leadership is a key differentiator that adds to our credibility as a governance service provider. This further gives us the legitimacy we need to be able to meet our objectives and create value.

We continue to invest in the development of intellectual property and protect our ownership rights therein.



SO3SO1 SO5 O2 R6 R10Regulators and policy

makers, forum sponsors, education providers,

Governance committees/initiatives/networks

Ownership and protection of Intellectual PropertyMM6


The COVID-19 pandemic and related lockdown had a significant effect on how we conducted business in 2020. It is also likely that the economic impact of the pandemic will continue to impact our members’ and clients’ decisions with regards to discretionary spend, thus impacting our ability to create value.

Member and client satisfaction, value and price sensitivity remain top of mind. Health and safety in terms of relevant protocols also remain paramount.



SO5SO1 O1 R1 R4Employees, Members,

Clients, Suppliers

COVID-19 pandemicMM7


Sust

aina

ble

deve

lopm

ent g

oals

Business modelOur process of transforming inputs, through our business activities, into outputs and outcomes that fulfil our strategic objectives and create value over time.

Financial capital• Opening accumulated funds of R23 777 778 (2019: R20 401 739)• Revenue of R49 997 827 (2019: R52 581 488) from services• Other income of R1 892 467 (2019: R2 152 126)

Intellectual capital• Products, materials, methodologies• Copyright of the King Reports – royalty income of R578 140 (2019: R650 400)• 214 Trademarks (2019: 228)• IoDSA brand – marketing spend of R2 361 193 (2019: R2 929 286)• 25 Facilitators (2019: 22)• IoDSA reputation

Manufactured capital• Leased premises – maintenance cost of R394 793 (2019: R242 739)• Capital expenditure and software investment of R304 224 (2019: R588 841)• Public infrastructure

Natural capitalUsed at Sandton head office:• 81 218 Kwh (2019: 132 710) of electricity• 550 Kl (2019: 522) of water• 137 436 (2019: 929 759) pages of paper• Other environmental resources

Human capital• 33 (2019: 40) employees at a salaried cost of R20 982 425 (2019: R19 352 733)• Training/bursary spend of R538 852 (2019: R477 472) which includes

Management Development Programme for 4 employees• 3 learners completed their learnership (2019: R128 547)• Employee wellness spend of R274 253 (2019: R464 126)

Social and relationship capital• Stakeholders (ref to page 28)• Collaborations (refer to key alliances on page 7)

Inputs (What we used)


Refer to Strategy and performance on page 38, Risks and opportunities on page 40, and Outlook on page 45.

Membership Customised Board Development

Events

Business activities (What we do)

Certifications

Individual Director Development

Governance Advisory

Board Performance Evaluations

Thought leadership

• 9 116 Membership subscriptions

• 5 face-to-face events hosted• 34 webinars delivered

• 1 Designation registered with SAQA• 123 Designations awarded• 3 CPD sessions hosted• 1 Education provider and 6 CPD programmes

recognised

• 5 Individual programmes developed• 146 Individual programmes hosted• 3 658 Delegates trained through individual

director training

• 196 Customised programmes hosted• 2 630 Delegates trained through customised

board development programmes

• 18 Governance advisory projects conducted• 130 Governance queries responded to

• 24 Board evaluations facilitated

• 8 Guidance notes produced• 19 Articles published• 9 Governance presentations/speaking

arrangements conducted• 5 Policy commentaries provided• 4 Research projects conducted• 16 Media releases produced• 6 Governance alerts issued

Outputs (Our products and services)


Business model (continued)Our process of transforming inputs, through our business activities, into outputs andoutcomes that fulfil our strategic objectives and create value over time.

Financial capital+ Profit of R4 408 853 (2019: R3 376 039)+ Cash inflow of R2 314 005 (2019: R714 126 outflow)- Negative fair value adjustment on investments of R1 084 436 (2019: R586 534 positive)

Manufactured capital+ Allowed employees to take office equipment home to enable and improve work-from-home productivity- Inability to use office space due to lockdown restrictions+ Investment in software and 4G/Wifi connectivity to increase employee productivity and improve service delivery- Fixed assets decreased by R150 103 largely due to depreciation (2019: increase of R80 668)

Intellectual capital+ New products developed and training material updated+ Development and free issue of governance papers+ Trademarks renewed and infringements addressed+ Wider brand awareness of IoDSA due to marketing spend and Boardroom Bytes@9 webinar series+ Free use of King IV widened its potential impact- Unauthorised use of King IV and other copyright infringements+ King IV used internationally as a benchmark for good governance+ Guidance on governance developments that needed clarity

Human capital- 5 positions removed in organogram restructure+ Positive feedback from post-restructure employee survey 4.6/5+ Staff turnover down to 27% (2019: 32%) +Retention of key, high-performing employees+ Upskilled workforce due to training and development spend, with 4 (2019: 8) promotions of employees+ Improved diversity of employees- Work/life balance impacted by work from home

Social and relationship capital+ Quality of stakeholder relationships – see page 28+ Good client satisfaction feedback (average 4.7 out of 5 (2019: 4.5)) and impact feedback (average 4.4 out of 5

(2019:4.1)) + Good member survey feedback – see page 50 + Investment in Enterprise and Supplier Development to the value of R51 058 (2019: R38 998) and R97 414

(2019: R81 748)+ Accessibility of governance to NPOs and SMEs through discounts of R213 384 (2019: R506 379)+ Training and development of 6 288 (2019: 6 524) directors and prospective directors- Lack of ability to place holders of director designations into board positions+ More awareness of governance through increased media activity+ Participated in FoodForward initiative with fellow institutions- Lack of governance implementation in some organisations negatively affecting the perception of directors

Natural capital- Lack of active management of electricity and water usage+ Recycling initiatives at office - Carbon footprint of IoDSA activities not measured+ Decrease in paper usage due to digital service offerings and remote working+ Decrease in travel due to digital training and remote working

Outcomes (Positive and negative effects over the short, medium and long term)


Refer to Strategy and performance on page 38, Risks and opportunities on page 40, and Outlook on page 45.

• Continued management of working capital

• Preserving reserves through investments

• Continued monitoring and enforcement of copyright

• Development of e-learning

• Ongoing stakeholder engagement activities

• Continued corporate social investment• Continued awareness drives for good

governance and directorship• Widening our influence on ethical and

effective leadership

• Continued enhancement of digital offerings

• New cohort on management development programme

• Financial management to avoid further restructuring of workforce

• Continued focus on BBBEE strategy

• Continued use of technology, e-learning and flexible working arrangements to reduce carbon footprint related to travel and printing

We held disciplinary cases in order to hold our members to account in terms of our code of conduct.

SO3

SO4

Capitals affected

We continued to provide free public access to our thought leadership and governance guidance in the interests of improving governance and directorship in SA.

SO2

SO4

Capitals affected

We boosted our social and traditional media presence to increase wider awareness of corporate governance and directorship.

SO2

SO5

Capitals affected

We provided online offerings to continue servicing clients throughout South Africa, and even outside of our borders, to raise awareness of corporate governance and directorship through training.

SO3

SO4

Capitals affected

We kept our office closed, even after we were allowed to open in terms of the disaster management regulations, in order to protect our employees and stakeholders. When open, we followed strict protocols.

SO1

SO5

Capitals affected

We purchased hardware and software to increase employee productivity and enable them to work from home.

Capitals affected

SO1

We restructured our organogram which resulted in five fewer positions.

Capitals affected

SO1

Plans to address negative outcomes or improve positive outcomes Trade off of material decisions we made in 2020


Strategy and performance summary

Strategic objective Related risks Core KPIs1

2019 actual

2020 original

target2

2020 revised

target22020

actual

Actual vs

prior year

Actual vs

target

More info on page

Short term4 Medium term4

Short-term strategies and resource allocation Long term

2021 target

2022 target

2023 target

2024 target

2025 target

SO1

SO5

SO1

R1 R2 R3

R5 R6 R8Gross income R54.7m R62.0m R49.6m R51.9 66 R51m R54m R57m R60m R63m • Marketing and business

development• Value proposition positioning

Sustainable business

Sufficient resources to deliver value

R5R1 R3

R6Profit/loss R3.4m R2.0m R2.3m R4.4m 66 R2m R2m R2m R2m R2m

R1 R3 BBBEE rating level 2 4 4 3 3 64 3 3 3 2 2 • Ad-hoc BBBEE consultant and

training for employees

SO2

R7 R10

Guidance papers, articles and research produced

30 30 30 31 59 – 61 30 30 30 30 30• Strategic relationships with

partners/volunteers• Salaries governance specialist Increased awareness and

better implementation of corporate governance

Ethical and effective leadership being practised

R1 R3 R5

R6 R7

Board evaluations conducted 28 32 26 24 58 27 30 33 36 39

• Investment of more time into corporate engagement

R1 R3 R6

R7 R9

Advisory projects conducted 10 12 19 18 56 – 57 20 21 22 23 24

SO3

R1 R7 R9R8Subscription paying members 9 424 9 800 9 200 9 116 48 – 51 8 5505 8 769 9 040 9 532 10 025

• Financial investment in member engagement, benefits and value

• Continued investment in webinars

Loyal, committed member community

R1 R3 R7

R8 R9

R6 Member retention rate 76% 80% 75% 74% 48 – 51 75% 78% 78% 80% 80%

R6R2 R3

R7Events hosted 41 40 40 39 49 40 40 40 40 40

SO4

R1 R2 R6

R7 R9R8

R3

Delegates trained 6 524 6 946 5 902 6 288 54 – 55 5 7566 5 945 6 139 6 341 6 549• Innovation of training offerings• Maintenance of SAQA registration

Directorship as a professionR1 R3 R6

R7 R9Total designees 315 434 379 415 52 – 53 482 582 628 782 882

SO5

R3 R7 R10Media releases issued 16 16 16 16 62 16 16 16 16 16

• Media engagement strategy• Digital strategy and investment

in internal digital resource

Digitally transformed business

Greater presence

R3 R7

News mentions (print, online and broadcast)

286 300 300 428 62 300 300 300 300 300

R2 R3 R7 Website user/traffic 157 000 160 000 170 000 216 000 62 180 000 189 000 200 000 210 000 220 000

R2 R3 R7Social media followers 25 828 30 000 40 000 52 341 62 60 000 70 000 80 000 90 000 100 000

1 These KPIs are all incorporated into executive remuneration considerations.2 The Board reviewed and adjusted the key performance indicators (KPIs) targets for 2020 in light of the COVID-19 pandemic impact to the business to ensure

realistic targets were set.3 BBBEE was assessed on the Qualifying Small Enterprise scorecard for 2019, hence the Level 2 rating. In 2020 the generic scorecard was applicable due to the

revenue reaching R50mil, hence the target being higher.

4 Forward-looking targets for 2021 and beyond were also changed in light of the future prospects following the pandemic and economic recession.5 We expect member retentions and new membership to be under pressure due to anticipated economic pressure. Hence these 2021 targets are below the 2020 actuals

to reflect a realistic outlook.6 We expect delegate numbers to be under pressure due to anticipated economic pressure. Hence these 2021 targets are below the 2020 actuals to reflect a realistic outlook.

Less than the prior year/not met the target The same as the prior year/almost met target More than the prior year/met or exceeded target


Strategic objective Related risks Core KPIs1

2019 actual

2020 original

target2

2020 revised

target22020

actual

Actual vs

prior year

Actual vs

target

More info on page

Short term4 Medium term4

Short-term strategies and resource allocation Long term

2021 target

2022 target

2023 target

2024 target

2025 target

SO1

SO5

SO1

R1 R2 R3

R5 R6 R8Gross income R54.7m R62.0m R49.6m R51.9 66 R51m R54m R57m R60m R63m • Marketing and business

development• Value proposition positioning

Sustainable business

Sufficient resources to deliver value

R5R1 R3

R6Profit/loss R3.4m R2.0m R2.3m R4.4m 66 R2m R2m R2m R2m R2m

R1 R3 BBBEE rating level 2 4 4 3 3 64 3 3 3 2 2 • Ad-hoc BBBEE consultant and

training for employees

SO2

R7 R10

Guidance papers, articles and research produced

30 30 30 31 59 – 61 30 30 30 30 30• Strategic relationships with

partners/volunteers• Salaries governance specialist Increased awareness and

better implementation of corporate governance

Ethical and effective leadership being practised

R1 R3 R5

R6 R7

Board evaluations conducted 28 32 26 24 58 27 30 33 36 39

• Investment of more time into corporate engagement

R1 R3 R6

R7 R9

Advisory projects conducted 10 12 19 18 56 – 57 20 21 22 23 24

SO3

R1 R7 R9R8Subscription paying members 9 424 9 800 9 200 9 116 48 – 51 8 5505 8 769 9 040 9 532 10 025

• Financial investment in member engagement, benefits and value

• Continued investment in webinars

Loyal, committed member community

R1 R3 R7

R8 R9

R6 Member retention rate 76% 80% 75% 74% 48 – 51 75% 78% 78% 80% 80%

R6R2 R3

R7Events hosted 41 40 40 39 49 40 40 40 40 40

SO4

R1 R2 R6

R7 R9R8

R3

Delegates trained 6 524 6 946 5 902 6 288 54 – 55 5 7566 5 945 6 139 6 341 6 549• Innovation of training offerings• Maintenance of SAQA registration

Directorship as a professionR1 R3 R6

R7 R9Total designees 315 434 379 415 52 – 53 482 582 628 782 882

SO5

R3 R7 R10Media releases issued 16 16 16 16 62 16 16 16 16 16

• Media engagement strategy• Digital strategy and investment

in internal digital resource

Digitally transformed business

Greater presence

R3 R7

News mentions (print, online and broadcast)

286 300 300 428 62 300 300 300 300 300

R2 R3 R7 Website user/traffic 157 000 160 000 170 000 216 000 62 180 000 189 000 200 000 210 000 220 000

R2 R3 R7Social media followers 25 828 30 000 40 000 52 341 62 60 000 70 000 80 000 90 000 100 000

1 These KPIs are all incorporated into executive remuneration considerations.2 The Board reviewed and adjusted the key performance indicators (KPIs) targets for 2020 in light of the COVID-19 pandemic impact to the business to ensure

realistic targets were set.3 BBBEE was assessed on the Qualifying Small Enterprise scorecard for 2019, hence the Level 2 rating. In 2020 the generic scorecard was applicable due to the

revenue reaching R50mil, hence the target being higher.

4 Forward-looking targets for 2021 and beyond were also changed in light of the future prospects following the pandemic and economic recession.5 We expect member retentions and new membership to be under pressure due to anticipated economic pressure. Hence these 2021 targets are below the 2020 actuals

to reflect a realistic outlook.6 We expect delegate numbers to be under pressure due to anticipated economic pressure. Hence these 2021 targets are below the 2020 actuals to reflect a realistic outlook.

Refer to organisational overview on page 4 for information on our vision, mission, strategic objectives, activities and outputs. Refer to Message from the CEO on page 15 for further commentary.


Risks and opportunities

Our risks are identified by taking into account the external and internal factors that may impact the achievement of our strategic objectives, including the wider context of the six capitals.

The IoDSA Board assumes ultimate oversight and accountability for risk governance, which is discharged through the Audit and Risk Committee. The Enterprise Risk Management Framework was updated during the year and embodies a structured approach to aligning strategy, processes, people, technology and information.

We have provided detail on the top five residual (post-mitigation factors) risks, and their opportunities, as they are the ones that will most affect our ability to create value over the short, medium and long term. Risks 6 – 10 are listed, with less detail, thereafter.

Emerging riskAs a result of some challenges experienced after our year end, former risk number 12 – Inability to service members and loss of member data due to reliance on 3rd part technology – has moved up into our Top 10 Residual Risks due to its potential impact on our digital strategy. This risk is being closely managed, with oversight of the Board.

MM2

See principle 11 in our Governance Report for further information on how we govern risk.

Our top 10 risks are depicted hereunder (showing the movement from inherent risk to residual risk):

Top 10 residual risks1. Loss of revenue due to

adverse economic conditions2. IT downtime or security

breaches that restrict access to server/systems

3. Loss of business due to reputational damage

4. Health risk due to COVID-19 pandemic

5. Inadequate human resources6. Loss of business due to

increased market competition7. Loss of market share due to

perceived lack of business relevance

8. Loss of tax-exemption status9. Loss of SAQA recognition as

professional body 10. Unauthorised use of

intellectual property

Like

lihoo

d5

Alm

ost

cert

ain

4 Li

kely

3 Po

ssib

le2

Unl

ikel

y1

Rare

1 Insignificant 2 Minor 3 Moderate 4 Major 5 Severe

Impact

5

109

6

4

83

1

2

7



Increased economic pressures, exacerbated by the COVID-19 pandemic, restrict the spend of customers (both individuals and corporates), which may have an adverse effect on our organisation’s growth and sustainability, as we need financial capital in order to affect the other capitals and achieve our strategic objectives.

To mitigate this risk, we have agile business and pricing strategies. We are embarking on our digital strategy and innovating our product offering. We regularly survey members and clients on their needs and satisfaction levels. We perform monthly financial analysis with remediation.

Strategic objectives affected

Capitals affected

SO1 3 3

SO2 3

SO3 3 3

SO4 3 3

SO5 3Inherent risk score Control effectiveness Residual risk score25/25Impact

Likelihood

Satisfactory 12/25Impact

Likelihood

Link to material matters

MM4 MM7

Related opportunities:• Remodelling of service offerings and pricing to meet customer needs• Increased focus on collaborations• Better articulation of value of offerings

Loss of revenue due to adverse economic conditionsR1Previous ranking 2

There is a potential risk of business interruptions due to IT downtime or security breaches that could be caused by reliance on third parties, inadequate employee knowledge of systems, outdated systems/software or malicious malware/ransomware.

We mitigate this risk through clear service level agreements with third-party IT consultants, annual security penetration testing and/or general controls review by internal audit, regular firewall upgrades, daily server back-ups and the update and monitoring of IT policies. Software and hardware audits are also conducted. Employee training and awareness are also critical.


Capitals affected

SO1 3

SO2 3

SO3

SO4

SO5 3Inherent risk score Control effectiveness Residual risk score

20/25Impact

Likelihood


Likelihood


MM2 MM4

Related opportunities:• Improvement in IT systems and controls• Better employee efficiency and use of time• Improved internal IT skills and knowledge

IT downtime or security breaches that restrict access to server/systemsR2Previous ranking 5


Risks and opportunities (continued)

With the IoDSA being in the public eye, there is a potential risk that boards, individual members and suppliers may disassociate their brands from the IoDSA due to reputational damage arising from ethical issues, negative stakeholder experience, poor service delivery, negative media coverage (about IoDSA or its members) or governance implementation failures.

We mitigate this risk through conducting various stakeholder surveys and remediation, ongoing media strategy and monitoring, and maintaining a high ethical stance. We also monitor member and designee codes of conduct infringements.


Capitals affected

SO1 3 3

SO2

SO3 3

SO4

SO5 3 3Inherent risk score Control effectiveness Residual risk score

20/25Impact

Likelihood


Likelihood


MM1 MM3 MM4

Related opportunities:• Improved customer satisfaction monitoring and value proposition awareness• Strengthening member disciplinary processes• Maintaining high ethical stance

Loss of business demand due to reputation damageR3Previous ranking 3


With the IoDSA being a non-profit and hence not being able to compete with corporate remuneration and benefits, business delivery could be impacted by human resource/talent shortages.

We mitigate this risk through attempting to pay fair remuneration, as well as through focusing on non-financial rewards and employee wellbeing. Succession planning for key positions is also a focus area, as well as investment in training and development of our employees.


Capitals affected

SO1 3 3

SO2

SO3 3

SO4 3

SO5 3Inherent risk score Control effectiveness Residual risk score12/25Impact

Likelihood


Likelihood


MM3 MM5

Related opportunities:• Develop and groom loyal, high potential employees• Use of non-monetary employee benefits

Inadequate human resourcesR5Previous ranking 7

Given the rise of the pandemic, there is a risk that our employees and stakeholders may be negatively impacted by the contraction of the virus at the IoDSA premises.

We mitigate this risk through limiting office traffic during high-risk periods, and maintaining the necessary protocols including hygiene, ventilation, sanitising, use of masks and social distancing. We also conduct weekly risk assessment screening of all employees.


Capitals affected

SO1 3

SO2

SO3

SO4 3

SO5 3 3Inherent risk score Control effectiveness Residual risk score

12/25Impact

Likelihood


Likelihood


MM7

Related opportunities:• Employee awareness of health and hygiene increased• Employee mobility to work remotely• Use of digital to improve efficiencies, processes and services

Health risk due to COVID-19 pandemicR4New risk


Risks and opportunities (continued)

Previous ranking

Risk name

Inherent risk/25

Control effectiveness

Residual risk/25

Link to strategic objective

SO1 SO2 SO3 SO4 SO5

R6 9

Loss of business due to increased market competition

12 Satisfactory 9 3 3

R7 15

Loss of market share due to perceived lack of business relevance

12 Satisfactory 8 3 3 3 3

R8 4Loss of tax-exemption status

16 Effective 8 3

R9 16

Loss of SAQA recognition as professional body

12 Effective 8 3 3 3

R10 8

Unauthorised use of intellectual property

9 Satisfactory 6 3 3


Outlook summaryChallenges and uncertainties likely to be encountered in pursuing our strategy:

Ongoing economic pressure is likely to continue to have an impact on the discretionary spend of our members and clients, which may result in challenges in growing our membership and client base; and in earning revenue.

We intend to remain innovative and price-sensitive, displaying value in our offerings.

Related stakeholders Related external environment factorMembers, Employees, Clients, Suppliers The pandemic, The economy

Related strategic objectives

Related material matters

Related risks and opportunities

SO3SO1 MM4 MM5 MM7 R1 R5 R6

Policy changes in the governance/directorship space are likely to bring about risks and opportunities on corporate governance implementation in general, as well as our ability to grow IoDSA membership and director certifications.

We intend to continue to advocate for policy changes that aim to achieve better governance and directorship in SA.

Related stakeholders Related external environment factorMembers, Regulators and policy-makers,

Governance committees/initiatives/networksState of governance and directorship




SO4SO2 MM1 MM3 MM4 MM6 R6 R7 R9

Economic impact of pandemic

Changes in regulatory environment

O1

O2


Outlook summary (continued)

The conduct of directors remains a challenge, whether they are members/designees of the IoDSA or not. This could impact our credibility in the market.

We intend to continue to advocate for ethical and effective leadership; and hold our members to account against our code of conduct.

Related stakeholders Related external environment factorMembers, Regulators and policy-makers, Media State of governance and directorship




SO4SO3 SO5 MM1 MM4 R3 R7

As we embark on our digital strategy in order to remain relevant, the affordability of technological enhancements is likely to remain a challenge and may affect our ability to innovate.

We intend to prioritise this investment and negotiate with suppliers.

Related stakeholders Related external environment factorMembers, Suppliers, Clients Technological advances, The economy

Related strategic objectivesRelated

material matters Related risks and opportunities

SO3SO1 SO5 MM2 MM4 R1 R2 R6

Conduct of members, designees and other directors

Affordability of digital enhancements

O3

O4


Performance in detail

Membership

in our NED vacancy adverts and CV search services. Expanding our reach to advertising organisations remains a focus to improve members’ access to vacancies in the non-executive director space.

The following factors contributed to this net decline:

• Retention rate down to 74% (2019: 76%), largely due to challenging economic factors, which are expected to continue during and well after the pandemic. A key focus area for 2021 includes improving on our online engagement platforms to provide better networking opportunities.

• New members down to 1 798 (2019: 2 123), also largely due to the tough economic conditions.

• Resignations down to 515 (2019: 537).

• Past members re-joining decreased to 318 (2019: 435).

2019 saw the introduction of a new member code of conduct and disciplinary rules, and in 2020 we conducted a number of member disciplinary cases after complaints were received.

We will continue to focus on technological advancements, which will allow us to innovate continuously as regards how we engage with our membership base.

Membership surveys over the years indicate that amongst the top reasons for member retention is the opportunity to network at events and to have access to non-executive director (NED) vacancies.

NED vacanciesAlthough down from the prior year, we continued to see interest

0

2 000

4 000

6 000

8 000

10 000

20202019201820172016

6 025 6 454 6 729 6 866 7 000

1 887

239245 318435286

2 038 2 007 2 123 1 798

Member growth chart

Re-joinedRetained New

0

30

60

90

120

150

20202019201820172016

9219 148 121 9876 10 99

NED vacancies

NED vacancy noti�cation CV search services

We reached a total of

9 116members

(2019: 9 424)

This represented a net decline of

3.2% (2019: 4.5%)

SO3SO1 SO5


0

5

10

15

20

25

20202019

21 11

Face-to-face events per region

8 2 2 1

Johannesburg Cape Town Durban

We replaced our lost face-to-face events with a very popular webinar offering called BoardroomBytes@9. These webinars touched on a variety of topics relevant to the professional person trying to keep abreast and afloat of the surge of new and amplified difficulties faced as a result of the economic and business situation in South Africa.

We hosted

34 webinars (2019: 0)

which were attended by

7 036 cumulative attendees

Of which

6 400were members

Region representedTotal

attendeesAverage

attendees

Gauteng region 4 954 146

Western Cape region 903 27

KwaZulu-Natal region 456 13

Other provinces 399 12

International 324 10

A key benefit of the online webinar offering is that we were able to reach our members that reside in other provinces, and those outside the major metropolitan cities. In addition, the attendance from delegates outside of South Africa was pleasing.

Our events for the year achieved an average satisfaction rating of 4.6 (2019: 4.6) out of 5.

EventsCOVID-19 lockdown and social distancing requirements put a halt to our planned face-to-face events for 2020. We hosted five (2019: 41) face-to-face member events during the year, attended by a total of 239 (2019: 2 721) attendees.

Johannesburg

63(2019: 90)

Cape Town

45(2019: 42)

Durban

23(2019: 35)

Average attendees at face-to-face events


Performance in detail (continued)

Member satisfactionMS

70% of members indicated that belonging to the IoDSA is important to crucial for them.

92% (2019: 94%)

members indicated that the IoDSA impacted them positively in one way or another, with 53% (2019: 58.3%) indicating the impact was considerable.

88% of members indicated that the IoDSA is doing a good job in promoting corporate governance in South Africa.

85% of members indicated that the IoDSA is inclusive of all gender and racial groups.

83% of members indicated that the IoDSA is doing a good job of maintaining and enhancing the credibility of directorship as a profession.

79%

Top six reasons

why members regard their

membership as important:

Net Promoter

Score (NPS)

likelihood to recommend the

IoDSA

of members indicated that the IoDSA meets their expectations as a professional body.

1. Access to information

2. To get a better understanding of what their job requires from them

3. Getting updates on legislation and governance issues

4. Access to quality training

5. Career development

6. Belonging to IoDSA lends credibility, legitimacy and prestige to the person

0 20 40 60 80 100

2021

2020

Net Promotor Score (NPS)

22% 29% 49%

19% 27% 54%

Detractor Passive Promoter

35

27

4 out of 5 Overall member satisfaction remains a sturdy


Future Leader

220(2019: 213)

Ordinary Member

8 264(2019: 8 658)

Fellow

217(2019: 238)

Certified Director

285(2019: 193)

Chartered Director

130(2019: 122)

Membership type

Region (%)

7011

613

Gauteng (2019: 71%) Western Cape (2019: 11%)KwaZulu-Natal (2019: 6%) All other provinces andinternational (2019: 12%)

Gender (%)

62.637.4

Male (2019: 64.7%) Female (2019: 35.3%)

Race (%)

34.066.0

White (2019: 37.5%) African, Coloured and Indian(2019: 62.5 %)

Age (%)

28.4

61.8

6.5

3.3

20 – 40 (2019: 28.1%) 40 – 60 (2019: 62.2%)60 – 66 (2019: 6.5%)66+ (2019: 3.2%)

Note: These statistics are calculated on the 6 433 (70%) members who have captured their information.

Member profilesOur members represent a diverse constituency of directors and prospective directors, reflecting a growth in designated racial groupings. We have also seen a growth in female representation.

We base much of our member value proposition on the composition and information available from our member profiles, and it is therefore of the utmost importance that our members keep their profiles updated. Enriching our member data for business intelligence and member value, while remaining conscious of data privacy, will continue to be a focus area.



Certifications

We awarded

11new CD(SA)® designations

(2019: 14)

ending the year on a cumulative total of

130(2019: 122)

The professionalisation of directorship remains a top priority for us. Whilst the progress may seem slow, high standard of assessment is important in order to maintain the credibility of our director designations.

Maintaining our recognition as a professional body by SAQA is also important in order for us to achieve our objectives of professionalising directorship. During 2020 we passed a SAQA mid-term monitoring evaluation.

Western Cape

21

KwaZulu-Natal

5

Gauteng

97

Other

7

Chartered Director (SA)®

Location


56

1017

47

AfricanColoured Indian White


56

1017

47



56

1017

47


85 45

SO4SO1 SO5


Western Cape

32

KwaZulu-Natal

15

Gauteng

218

Other

20

Certified Director (Cert. Dir)

Location

Certified Director (SA)

139

1436

96

AfricanColouredIndian White


56

1017

47



56

1017

47


167 118

We applied for Certified Director to be recognised by SAQA. The outcome of our application is still pending.

We hosted 3 (2019: 8) exclusive CPD sessions for our designees, with positive feedback ratings:

4.5 Customer satisfaction out of 5

4.5 Level of impact on the attendee out of 5

+77 NPS – likely to recommend the IoDSA

+75 NPS – likely to return to the IoDSA

We awarded

112 (2019: 86)

new Cert.Dir® designationsending the year on a total of

285(2019: 193)



Individual director development

We hosted

146public programmes

(2019: 182)

that were attended by

3 658delegates, the

majority of whom were IoDSA members

(2019: 3 594)

The pandemic and resultant lockdown required us to quickly pivot our training offering to digital, which proved to be very successful. Of the 146 programmes, 106 were offered digitally, widening our accessibility and reach.

The ‘Being a Director’ training series that leads to the Certified Director designation remains popular and we introduced five new programmes, focussing on providing our delegates with tools and knowledge to navigate the uncertainty created by the COVID-19 pandemic. These included:

• Directors’ diligence vs delinquency (Lessons for directors from the Myeni judgment)

• Practical insights to King IV in navigating a COVID-19 environment (half day)

• Lessons from SAA – Focusing on ethics and whistleblowing

• Improving governance in the public sector – Identifying pitfalls and solutions

• HR considerations in a time of crisis

Feedback ratings:





SO4SO1 SO5


Customised board development

We hosted

196private

programmes (2019: 229)

that were attended by

2 630delegates

(2019: 2 930)

The majority of this training took place in Gauteng (69%) followed by KwaZulu-Natal (6%) and the Western Cape (4%). The balance of the training took place in other regions and across borders (21%).

Programme uptake dropped significantly in the first half of the year due to the impact of the lockdown regulations on business. In addition, the majority of clients were not ready for the move to online training which delayed uptake further. However, as businesses adjusted to the “new normal” we saw for significant uptake on programmes, with the department ending the year successfully.

We continued to grow our collaborations with other bodies in the aim of creating more Certified Directors and improving governance knowledge. In 2020 we collaborated with the JSE, the International Women’s Foundation South Africa and the Insurance Institute of South Africa.

Feedback ratings:





Customised board development (%)

23

46

12

19

Private Public SME/non-pro�tOther

Customised board development (%)

23

46

12

19


SO4SO1 SO5



Governance advisory services

We assisted members by providing free

responses to

136technical queries

relating to governance (2019: 159)

The most common queries related to:• Conflicts of interest

• Director misconduct

• Board meetings

• Non-executive director fees

• Directors‘ duties

• Templates/precedents

Due to the commonality in queries received, we are working on putting together a governance FAQ section on the IoDSA website for quick access by our members.

Governance advisory services (%)

6821

11


Governance advisory services (%)

6821

11


Feedback ratings:





SO2SO1 SO5


We completed

18 (2019: 10)

fee-earning governance advisory projects

The most common projects related to:

• King IV governance assessments

• Governance structure workshops

• Board advisory sessions

The operations of this area of the business were not negatively impacted by the COVID-19 lockdown, but in fact grew. This growth could be ascribed to the increased awareness of recent corporate failures and poor corporate governance. We have also seen regulators being more persistent on governance matters and requiring organisations to provide them with written assurance of compliance. We introduced assessments of non-executive director independence, skills assessments and, for the first time, offered one-on-one coaching services for non-executive directors during this year.

Feedback ratings:



100 NPS – likely to recommend the IoDSA

100 NPS – likely to return to the IoDSA



Board performance evaluations

We facilitated

24board performance

evaluations (2019: 28)

The number of projects decreased due to the COVID-19 lockdown regulations and its impact on business overall.

Many businesses put sourcing of non-essential goods and services on hold for the beginning of 2020. Nonetheless, Boards continued to consider their improvement in performance as an important investment, with the service offering doing well for the remaining portion of the year.

Board performance evaluations (%)

34

37

8

21


Board performance evaluations (%)

34

37

8

21


Feedback ratings:





SO2SO1 SO5


Thought leadership

We produced

31thought leadership

documents (2019: 30)

Guidance – We issued governance guidance in various forms:

Board Governance Forum(formerly Corporate Governance Network)*

• No papers issued, although the review of previous papers was undertaken, to be released in 2021

Social and Ethics Committee Forum(formerly Sustainable Development Forum)*

• Social and Ethics Committee Trends Survey Report

Remuneration Committee Forum

• 10 questions a Remuneration Committee should be asking• Linking executive pay to organisational purpose• Impacts of the COVID-19 pandemic on reward practices:

A South African perspective.

Audit Committee Forum

• No papers were released however numerous stakeholder meetings were held and the following alerts were issued :

» Audit committee considerations in current times » Audit committee pack guidance letter » Director and auditor disclosure on COVID-19

* The forums were restructured to align with typical board committee governance structures. This has proved effective in ensuring a more focused production of thought leadership.

Challenges facing SMEs

Director misconduct

COVID-19 crisis management

King Committee governance guidance in response to COVID-19

Forum papers

General guidance papers

King IV practice notes

4 (2019: 4)

3 (2019: 5)

1 (2019: 1)

In addition, the King Committee set up working groups to review governance developments relating to:

• Climate change

• Remuneration

• Corporate failures – lessons learnt

• Social and Ethics Committees

Output from these will be issued in 2021.

SO2SO1 SO5

https://www.iodsa.co.za/page/Forums

https://www.iodsa.co.za/page/Guidancenotes

https://www.iodsa.co.za/page/KIVPracticeNotes



• A year of E2 leadership – Directorship Magazine

• Your goals achieved by discipline – Directorship Magazine

• Renew to face a changed future – Directorship Magazine

• The case for director professionalism – Directorship Magazine

• How many board positions is too many? – Directorship Magazine

• Holding directors to account – Directorship Magazine

• Stakeholder relationships: your organisation’s secret weapon – Business Report

• How to run a great virtual board meeting – Business Report

• Knowledge is power – and it’s also the mark of a good non-executive director – Business Report

• Governing innovation by company boards – Business Report

• 9 steps to the boardroom table – Business Report

• The model of a modern-day director – Business Report

• Corporate governance South Africa’s secret weapon – Business Day

• Today’s boards need future focus now – Business Day

• Accountability is critical in the fight against corruption – Business Day

• Learning the governance lessons of 2020 to prepare for 2021 – Business Day

• COVID-19: Key actions for boards – The Corporate Report

• Reset, all change: Life and business after COVID-19 – IoDSA website

• Banning devices from meetings – Old Mutual Mindspace

Articles19 (2019: 18)

Directors’ Sentiment IndexWe issued the fifth edition of this research report, which aims to survey directors’ sentiments on economic, business, governance and directorship conditions in South Africa. The 2020 edition included additional questions to gain insight into the recruitment, selection and appointment of non-executive directors (NEDs).

NED fees guideWe issued the seventh edition of our guide to NED fees, which provides a high-level benchmark of the annual NED fees paid by JSE listed companies. This year we included a general overview of the current board composition statistics based on 169 JSE-listed companies reviewed.

Report on the recruitment, selection and appointment of NEDsWe undertook a research initiative to gain insights into the processes used by companies to recruit, select and appoint NEDs. The aim of the research report is to provide insight for both current and potential NEDs, as well as to help companies during the NED selection and nomination process.

COVID-19 Scenario PlanningWe partnered with Redflank, a research and strategy consultancy, to source input on organisations responses to the COVID-19 epidemic. Information obtained via a survey and interactive workshop was aggregated and analysed. The results were presented at a webinar to assist various organisations better understand the options for improving business survival and success in the face of the pandemic and its aftermath. Our member contributions were included in Redflank’s overall country survey results and published in their Beyond COVID Playbook.

Research projects4 (2019: 2)

https://www.iodsa.co.za/news/

https://www.iodsa.co.za/page/DirectorsSentiment

https://www.iodsa.co.za/page/NEDFeesguide

https://www.iodsa.co.za/page/NOMCOresearchreport


DirectorshipWe produced 4 (2019: 3) editions of our member magazine, Directorship. The magazine is distributed via a digital platform and we will no longer be providing print versions. We issued a special 60th celebratory edition to commemorate the achievements of the IoDSA in the past 60 years.

• CIPC (Companies and Intellectual Property Commission) compliance check list

• SARS (South African Revenue Services) FAQs on Binding General Rulings 40 and 41

• Director delinquency

• JSE (Johannesburg Stock Exchange) & SAICA (South African Institute of Chartered Accountants) Guidance on CEO/CFO attestation requirement

• CIPC Director quick reference

• CDP (Carbon Disclosure Project), CDSB (Climate Disclosure Standards Board), GRI (Global Reporting Initiative), IIRC (International Integrated Reporting Council) and SASB (Sustainability Accounting Standards Board) join forces to improve comprehensive corporate reporting

Governance alerts6 (2019: 0)

AdvocacyWe endeavour to provide comments on material legal and policy changes impacting corporate governance or directorship. Our contributions for the year included:

• Department of Trade and Industry (DTI) comment letter on proposed new changes to the Companies Act relating to remuneration, and meeting with DTI and our Remuneration Committee Forum representatives on the matter.

• DTI meetings with our Social and Ethics Committee Forum members to provide input and commentary on proposed changes to the Companies Act relating to Social and Ethics Committees.

• Commentary on SAAPTI (South African Auditing Profession Trust Initiative) consultation paper via our Audit Committee Forum.

• Commentary on IFRS (International Financial Reporting Standards) consultation paper on sustainability reporting via our Audit Committee Forum.

• Commentary and discussions with DTI research service provider, Genesis, on current Companies Act provisions and proposed changes to the Act.

Speaking slots

Various conferences, seminars and forums

Speaking Slots9 (2019: 15)

https://www.iodsa.co.za/page/Directorshipmag


Marketing and PR


We continued with our marketing efforts in order to raise awareness of the IoDSA itself, as well as governance and directorship in general. We also updated our Brand Manual and Corporate Identity following our name change in 2019.

Our investment in social media activity has resulted in significant growth in following on various platforms.

16Media

releases (2019: 16)

• Government must seize opportunity to make Eskom board fit for purpose

• Board independence: King IV recommends a balanced approach

• State must play its hand carefully at SOEs• Parktown Boys incident is a wake-up call for school

governing bodies• SONA – no mention of SOE board appointments?• Boards should take the lead on COVID-19 impact to

organisations• COVID-19 crisis points to the need for robust

succession plans• IoDSA welcomes Myeni delinquency ruling, calls for

directors to commit to education• IoDSA releases research report on process for

appointing non-executive directors

• Step in the right direction. The appointment of the Presidential State-Owned Enterprise Council should be welcomed

• IoDSA & IWFSA announce partnership to build next generation of female business leaders

• Diko Masuku issue highlights how governance failure impacts service delivery

• Mzobe appointment highlights the need for transparency in SOE board appointments

• Boards must consider social media as key reputational risk

• Compulsory ethics course a step in the right decision

• Myeni, Kwinana testimony highlights need for professional directors

45broadcast interviews

(2019: 13)

Covering various media releases on numerous radio and television stations.

428total news mentions(2019: 286)

Covering various media releases on numerous print and online news mediums.

216 000website visitors

(2019: 157 000)

Number of users visiting the website.

Growth in social media

0

5 000

10 000

15 000

20 000

25 000

30 000

35 000

December 2020December 2019

3 940

68

7 828

12 525

34 215

11 011

4 923

Facebook Twitter LinkedIn YouTube Instagram

1 467 1 902290

We continued to be vocal in the media on governance principles pertaining to current affairs.

SO5SO1




(2019: 10) (2019: 30)

Gender

07 26

Human ResourcesThe onset of COVID-19 and lockdown, and the resultant move of a number of services onto digital platforms, impacted the IoDSA in terms of workforce needs. The economic impact of the pandemic also required expenses to be carefully managed – especially salaries, which are our largest fixed cost.

As a result, we embarked on a Section 189 orgonogram restructure, which was successfully concluded during the year. This process resulted in five positions being made redundant. Four employees elected to accept voluntary severance packages; and one employee resigned.

We also finalised the three learnerships that commenced in 2019.

We aim to attract and retain skilled employees. Under the oversight of our Social and Ethics and Remuneration Committees, the following key activities were undertaken:

We ended the year with

33permanent employees (2019: 40)

White

6(2019: 6)

African, Coloured, Indian

27(2019: 34)

Race

Average age of IoDSA employees is

36 (2019: 36)

Fair remuneration• Salary benchmarking• Review of remuneration policy

Performance rewards• Team member of the month• Special recognition bonuses paid out in December

Development

• 11 (2019: 14) employees were awarded study bursaries• Total bursary and training spend of R 538 852 (2019:

R477 472), which included a management development programme for four employees

• 4 (2019: 8) employees were promoted

Safe and healthy workplace

• Health and safety committee and audit conducted• Strict adherence and monitoring of COVID-19 protocols• Employee wellness initiatives including ICAS

Engagement• IoDSA “Keeping you informed” mailer providing employee

updates• Staff meetings and virtual engagement sessions

SO5SO1



Finance, Operations and Legal

Physical infrastructureOur office remained closed for a large part of the year in order to protect our employees and stakeholders, and prevent the spread of COVID-19.

A Health and Safety audit was completed in October and we achieved a rating of 99.4%.

When the office reopened, we implemented COVID-19 protocols. We maintained high levels of safety and ensured all protocols were adhered to by all staff members.

IT InfrastructureDuring lockdown as a result of the COVID-19 pandemic, we were able to equip all employees with the necessary resources to work remotely. As part of this initiative, we replaced old laptops where required.

AssuranceOur external audit was successfully completed, with an unqualified audit opinion being received. We rotated our external auditors, with Mazars being appointed at our AGM.

Internal audits were performed for finance controls, procurement and IT controls. Recommendations from the audit findings were implemented successfully. We maintain a continuous focus on streamlining our internal processes and controls, particularly with regards to our IT infrastructure.

Expense managementAs a result of reduced revenue in the second quarter, we negotiated discounts with certain suppliers to manage costs. We also saw a significant decrease in printing costs as a result of implementing digital offerings and work-from-home.

Broad-Based Black Economic Empowerment (BBBEE)A BBBEE audit was completed in July 2020 and we achieved a Level 3 rating on the Generic scorecard. We regularly monitor our BBBEE strategy.

Intellectual propertyManagement of our intellectual property continued to be a key focus area.

Company secretarialAs a result of COVID-19 and lockdown, we hosted our first virtual Annual General Meeting. This was a successful innovation, and we intend to continue holding our AGMs digitally in future.

SO5SO1


Summary financial information

Refer to the full set of Annual Financial Statements

Statement of profit and loss and other comprehensive incomefor the year ended 31 December 2020

2020R

2019R

Revenue 49 997 827 52 581 488

Other income 1 892 467 2 152 126

Gross income 51 890 294 54 733 614

Operating expenses (46 397 005) (51 944 109)

Operating profit for the year 5 493 289 2 789 505

Fair value adjustments on investments (1 084 436) 586 534

Comprehensive income for the year 4 408 853 3 376 039

Statement of financial positionat 31 December 2020

2020R

2019R

ASSETSNon-current assetsProperty, plant and equipment 1 639 486 1 789 589

1 639 486 1 789 589

Current assetsInventory 7 237 7 237

Trade and other receivables 2 868 380 4 029 481

Investments in collective investment schemes 25 642 382 25 322 097

Cash and cash equivalents 14 130 710 11 816 705

42 648 709 41 175 520

Total assets 44 288 195 42 965 109

FUND AND LIABILITIESFunds and reservesAccumulated funds 28 186 631 23 777 778

Non-current liabilitiesAmounts received in advance – 502 753

Current liabilitiesTrade and other payables 5 038 614 4 450 980

Provisions 2 175 068 2 185 988

Amounts received in advance 8 887 882 12 047 610

16 101 564 18 684 578

Total funds and liabilities 44 288 195 42 965 109



Statement of changes in accumulated fundsfor the year ended 31 December 2020

R

Balance at 1 January 2019 20 401 739

Comprehensive income for the year 3 376 039

Balance at 31 December 2019 23 777 778

Comprehensive income for the year 4 408 853

Balance at 31 December 2020 28 186 631

Statement of cash flowsfor the year ended 31 December 2020

2020R

2019R

Cash inflow from operating activitiesCash generated by operations 2 171 051 3 338 058

Investment income 447 811 580 722

Net cash inflow from operating activities 2 618 862 3 918 780

Cash outflow from investing activitiesAcquisition of furniture and equipment (304 857) (588 841)

Proceeds from sale of assets – 1 200

Payment for other financial assets (13 328 582) (4 045 265)

Receipt of other financial assets 13 328 582 –

Net cash outflow from investing activities (304 857) (4 632 906)

Net increase/(decrease) in cash and cash equivalents 2 314 005 (714 126)

Cash and cash equivalents at the beginning of the year 11 816 705 12 530 831

Cash and cash equivalents at the end of the year 14 130 710 11 816 705


Trademarks owned by the IoDSAThe following trademarks, amongst others, are owned by the IoDSA.

Being a Director

Better Directors. Better Boards. Better Business.

Board Leadership Programme

Board Learning Programme

Board Simulation Programme

Centre for Directorship and Corporate Governance

Certificate in Company Direction

Cert Dir

Certified Director

Chartered Director SA

CDSA

Code for Responsible Investing in South Africa

Company Directors Course

Director Development

Director Professionalism Course

Directors Club

Directors do Good

Directors Education Programme

Director Competency Framework

Director Sentiment Index

For Directors By Directors

Get your Board on Board

Global Network of Director Institutes

GNDI

Institute of Directors

Institute of Black Directors in Southern Africa

IoD

IoD Directorship

IoDSA

King Code of Corporate Governance

King Report on Corporate Governance

King III

King III Report on Corporate Governance

King IV

King IV Report

King IV Report on Corporate Governance

King IV Code

Mastering the Boardroom

South African Code of Corporate Governance

View our Intellectual Property Policy.

https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/F85F0CDA-6820-4BBA-A467-ED6EE14B0EE5/Intellectual_Property_Policy.pdf

3 dots design ink

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We value and encourage feedback on this report from our stakeholders.

Connect with us on:

011 035 3000

1st Floor, Block BGrayston Ridge Office Park144 Katherine Street, Sandown

PO Box 521372Saxonwold2132

[email protected]

www.iodsa.co.za

Institute of Directors South Africa

Institute of Directors South Africa

@The_IoDSA

Institute of Directors in South Africa

IoD_southafrica

http://[email protected]

https://web.facebook.com/TheIoDSA?_rdc=1&_rdr

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https://www.youtube.com/channel/UCxt41vgCe9GU3COebTs-vag

https://www.instagram.com/iod_southafrica/

www.iodsa.co.za

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