Banking Details : Standard Bank
Branch Code : 040026
Account Number 050072358
Reference : Your Company Name

Email or fax proof of payment to Lindy Nhleko

NEW COMPANIES ACT

OVERVIEW

The seminar will provide an analysis of how the Act regulates owner-managed and smaller companies. A distinguishing characteristic of the new Act is that it regulates companies on a differential basis

PURPOSE

To provide delegates with an in-depth and practical analysis of the Companies Act provisions.

COURSE CONTENT

The seminar will focus on the effect of the Companies Act 71 of 2008 on existing small and owner-managed companies.

COURSE METHOD AND DELIVERY

Full day seminar with presentation and discussions

WHO SHOULD ATTEND

Every CA, professional accountant, attorney, business accountant, auditor, accounting officer, business and financial advisor, business owner, entrepreneur, financial manager, and financial director.

PRESENTER:

Caryn Maitland BCom (Honours Accounting) [UNP] CA(SA) Caryn Maitland has been a member of IRBA as a registered auditor and accountant since 2002 and is also a registered member of SAICA. As of 1 August 2011, Maitland was appointed as a visiting Associate Professor to the University of Limpopo tasked with mentoring their Financial Accounting staff.

DETAILS FOR SEMINAR BOOKING

Date: 23 September 2011
Time: 08:00am for 08:30 to 4:00pm
Venue: Durban Country Club
Speaker: Caryn Maitland
Cost: R1250-00 per person

RSVP: mark@gg.co.za or fax 031 309 1617 by 16 September 2011

REGISTRATION

Please send an email with the Subject Header “Caryn Maitland Companies Act Presentation” with the name of the person attending from your firm to mark@gg.co.za to confirm your attendance by 16 September 2011 or download a registration form here.

Don’t confuse criminal justice system requirements with LRA requirements
A big problem in many workplaces, which is probably behind the delays in bringing the Ithala case to conclusion, is that managers confuse the requirements of the criminal justice system with that of the LRA. Where employees have engaged in criminal conduct, in order not to avoid confusing matters, internal disciplinary proceedings should be initiated as soon as possible.
Charges should be framed in terms of the organisation’s disciplinary rules, not criminal offences. For example, whereas charges such as dishonesty, dereliction of duty, being in unauthorised possession of company property and failure to follow laid down procedures may not stand up in court, they are sufficient cause to dismiss an employee in terms of the LRA.
While there is probably good cause to charge the Ithala managers criminally for their actions, this should only be done AFTER conclusion of their disciplinary enquiries. This is simply to avoid complicating things.

Charges
A big mistake that managers make in fraud cases is to delay proceedings because they are ‘still investigating’. The idea is that one needs to establish ALL the misconduct that has taken place so that the employee can be charged with ALL his or her offences.
Wrong! The more charges laid against an employee, the weaker the case because the weakest charge becomes the common denominator. If, during your investigations you find prima facie evidence of serious misconduct, focus on the most serious charge and collect sufficient evidence to prove that charge. One single act of serious misconduct, such as dishonesty, is sufficient to warrant dismissal. Adding additional charges just delays proceedings and takes up time, weakening your case.

Reserve your rights
Once a disciplinary enquiry has found an employee guilty of misconduct and the employee is dismissed, it does not preclude the employer from laying criminal charges against the employee. In cases where serious fraud has taken place, the employer should try to get the employee to ‘come clean’. This often takes the form of a meeting wherein the employee agrees to pay back monies misappropriated. The employer must however, make it clear that investigations are continuing and that if they reveal any further criminal conduct, the employer reserves the right to lay criminal charges against the employee.
It is also important to realise that employers have an obligation in terms of the Prevention of Corrupt Activities Act, to report any thefts of more than R100 000 to the South African Police Services. Failure to do this could result in the CEO facing prosecution. Furthermore should the employee subsequently defraud another business, that business could sue the first employer for failing to report the incident.

In terms of common law, an employer may not suspend an employee from work without pay as this represents a breach in the contract of employment. Therefore suspension prior to a disciplinary enquiry must always be on full pay and as in the Ithala case is an expensive exercise. You are paying an employee and deriving no benefit from his or her services.
Therefore one should never suspend an employee unless you have prima facie evidence of serious misconduct. If on the other hand, the employee is innocent, the employee is likely to suffer prejudice. Even if no action is ultimately taken against the employee, suspicion may linger and can affect an employee’s standing and long term career prospects. That is why it is important to properly investigate incidents before accusing employees of misconduct.
This is however not always possible, especially in situations where the employee may tamper with evidence or intimidate witnesses or where the employee’s presence on the property represents a threat to order. The law therefore allows that an employer may suspend an employee pending a disciplinary enquiry. There are however certain conditions:-

1. Prima facie evidence of misconduct
There must be prima facie evidence of misconduct. Prima facie means at face value – further investigation might show the employee to be innocent but there should be at least sufficient circumstantial evidence to warrant further investigation. In other words, even though an enquiry might clear the employee of wrong doing later, there must be sufficient evidence to warrant the suspension of the employee.
2. Length of suspension
Suspensions should only be long enough to enable the allegations against the employee to be properly investigated. Unless a case is very complicated or special circumstances exist, suspension pending a disciplinary enquiry should not exceed two weeks. In most cases it should just be long enough to conclude the investigation and to allow the employee sufficient time to prepare. Most employers today give an employee forty eight hours notice. This is usually sufficient time to investigate the alleged misconduct.
3. Reasonable grounds to warrant suspension
There must be reasonable grounds to believe that if the employee is not suspended, he or she might:-
- repeat the offence (e.g. stealing goods or embezzling money);
- intimidate witnesses (especially in organised theft cases);
- tamper with evidence (e.g. deleting computer files or destroying incriminating documents).
It might also be necessary to suspend employees in order to diffuse situations of conflict. For example where an employee has been accused of something by a group of employees who are threatening violence against the employee.
4. Reasonable grounds to warrant suspension
The employee must be given an opportunity to explain why he or she should NOT be suspended. This is very important and failure to do could constitute a breach of the audi alteram partem rule (the right to be heard) rendering the suspension procedurally unfair.
In an unreported 2009 case (Setlhoane & Others v Department of Education North West Province & Others J2234/09 & J213/09 5/11/2009) the Labour Court declared the suspension of the employees concerned to be unfair and directed that they be allowed to return to work. The Court stated “The prejudice an employee may suffer as a result of suspension is not limited to financial loss, especially where suspension is linked to suspicions of misconduct. In these cases, the integrity and dignity of the employee are also assailed.” The Court added that pre-suspension hearings are not intended to afford employees an opportunity to prove their innocence (i.e. the purpose of a disciplinary enquiry). Their purpose is to allow an employee a say in why he or she should not be suspended.
To avoid unfair suspension, the procedure should allow for a preliminary investigation in which the employee is asked to give an explanation for the alleged misconduct before charges are drawn up. If after this, it is decided to suspend the employee, the employee should still be given an opportunity to explain why he or she should not be suspended.
This should occur when the notice of the enquiry is issued to the employee. However, it is important that the person issuing the notice of the enquiry listens to the employee’s arguments and keeps an open mind. If it is decided to go ahead with the suspension in spite of the employee’s objections, the reasons for rejecting the employee’s arguments must be clearly thought out, documented and explained to the employee. This will avoid problems of procedural unfairness.

Now in the context of the current squeeze in the South African (and global) economy, with interest rates uncertain, the oil price in flux, Eskom imposing unprecedented increases on the unsuspecting tax public AND – if you live in Durban, recent hefty rates increases – another mouth to feed is a VERY BIG DEAL. If she chose to take this route the question is how much consideration has she given to the actual cost she will incur to employ her receptionist/assistant for one year?

Answer R42 000 – R60 000?
Sadly not true. In fact the actual costs to hire someone and run a small office set-up (cost to company) are way higher than most people budget for. Let’s consider the following scenario; she decides to recruit this person through a recruitment agency, the minimum fee will be in the region of 15% of the annual income + VAT. And if we assume the lower end of the scale with an income say of R3500 per month, the placement fee would equate to R7182. Great, that’s that! She’s hired….we’ll call our hypothetical employee Friday.

Now what? Now she has to find somewhere for Friday to work from, like an office, with a desk and chair etc (basic set R3000). For the sake of our scenario we will assume that she wants to make a good impression for her clients and decides she needs to rent a small office in a good location. In all likely-hood she would find herself in a converted house or a multi-tenanted building but either way she will be in for a gross rental of around R100/m2. Any self respecting property agent will advise that for 2 people she will need at least 30m2. Thus her base rent is R3000 + VAT. Rates etc are conservatively around 15% so add another R450 and parking would be anywhere from R400 – R800 but we’ll say R500 to be safe.

Moreover she will have to sign a lease (for at least 12 months) which if things, heaven forbid, don’t work out the way she’d planned, will become a noose around her neck. Still she’s full of positive energy and with failure not an option, she signs. That’ll be a deposit of R11 970 thank you madam and don’t forget to secure and clean your space please – an outsourced cleaner for 2 days a week R960 per month.

Assuming there is no work to be done to the space (which can run into thousands of Rands) she’s now going to need to provide Friday with the tools for the job, a computer (basic desktop R5500 + R2500 for the operating system) and a phone (standard handset R200). The handset will have to connect to the outside world and she will have to secure a number. Telkom will oblige for about R170/month with a once off connection fee. Furthermore to run a business today internet and email is a must, which means a further cost of around R400/month plus connection fee and hardware (Circa R1500) not taking into account Skype, Facebook and Twitter which would increase the broadband usage significantly.

At this point there will need to be some level of training for Friday. No matter how basic it still means time out of her day. Conservatively she would probably need to spend in the region of about 28-30 (not necessarily all at once) hours with Friday getting him/her up to speed. Why is this relevant you ask? Well for every hour that she spends training Friday she could be focusing on generating business. The opportunity cost here is almost indeterminable but at the very least if she paid herself R20 000 per month her hourly rate would be R125 which means the opportunity cost is R3500 in training time.

In any event she now has a trained, housed and operational Friday. Cost? Start-up about R15 500 and monthly operating R9000.

Costs aside as they are a reality of doing business I’d like the reader to consider the following ‘sliding door’ outcomes;

1.  Friday doesn’t do well and they don’t get along, tough because she’s stuck with him/her until they are able to amicably part ways and Friday moves on to greener pastures. She will then have to go through the whole recruitment and training process again resulting in more time spent and lost income. Wouldn’t she have been better off out sourcing her HR?

2. Friday does well and is now running the office. Finally she (our entrepreneur) can get on with business as usual and that she does, so successfully that she’s going to have to hire more staff to keep up. She hires Monday and Tuesday but realizes that there is now nowhere for her to sit whilst she at the office, ‘we need more space she declares’! Ah now what? She’s bound to her lease and the landlord is not keen to let her go – ‘good tenants are hard to find these days’. Without the desired expansion her income is restricted and her business will suffer.

3.  Friday does all right but our entrepreneur doesn’t, not only has she just spent a few thousand rand on start up costs, hemorrhaged a few more on running costs but she’s stuck in that lease we spoke about and liable for the balance of the contract, not to mention the other minor agreements with Telkom etc.

Without trying to sound alarmist, the above scenarios are all possible and depending on the business owner’s ability to run a business (and an office), in some form or other most likely. Had she considered outsourcing some or all of these functions our entrepreneur would have ultimately been insulated from a downside and in the case of the upside, been in a better position to respond to the positive change.

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The head of Pietermaritzburg Tourism, Melanie Veness, will take over as the chief executive officer of the Pietermaritzburg Chamber of Business (PCB) on February 1.
Veness will be the first female CEO of the chamber.
Outgoing CEO Andrew Layman leaves to head the Durban Chamber of Commerce and Industry.
Veness told The Witness yesterday she is honored to be entrusted with the position and hopes to make a meaningful contribution to the city.
She has spent more than 24 years in Pietermaritzburg and has built a reputation for her enthusiasm and passion for the city.
“Pietermaritzburg is an incredible city. It is big enough to be a city and there is so much good in it. Business is still based on relationships. We have a great chamber and great schools. The city has had a difficult year, but it is still a good place.”
Veness praised the work done by Layman, who has “laid an incredible foundation” in ensuring that the PCB remains one of the top chambers in South Africa.
Her appointment follows a successful decade at the helm of the city’s tourism outfit.
Veness is the midlands president of Skål International, a professional organisation of tourism leaders, and chaired the KZN Community Tourism Association from 2006 to 2009.
She was selected as one of the semi-finalists in the 2009/2010 Most Influential Women in Business and Government awards.
PCB president Tinus Havinga described the move as “exactly right for the chamber at this time”.
“Melanie’s experience as the director of a service NGO is well aligned to the requirements of the PCB’s top job. She has earned considerable respect and admiration for the way in which she has lobbied on behalf of the members she has represented.
“She has developed and nurtured Pietermaritzburg Tourism through difficult times and despite the paucity of grant funding from the municipality,” Havinga said in a statement issued yesterday.
“The Chamber expects that its members will support the new CEO as a person whose credibility in the city is high and whose capabilities will ensure the ongoing success and development of the Chamber and the business community,” the PCB stated.

Taken from The Witness

A ROW of books stand on top of a filing cabinet in Andrew Layman’s office in the Pietermaritzburg Chamber of Business building in the Royal Showgrounds. The majority are joke compilations. “I don’t quite know how I ended up with so many,” he says, “but from the outset when I got this job I found I was expected to tell jokes — at functions, dinners, and banquets — so I got these books to keep pace with expectations.”

Layman, currently CEO of the Pietermaritzburg Chamber of Business (PCB), will leave the city, which has been his home since 1983, to take up the post of CEO of the Durban Chamber of Commerce and Industry. He has been CEO of the local chamber, a voluntary association of business enterprises, for the past 13 years.

The move to Durban marks a return to his hometown. Layman was born in the city and educated at Durban Boys’ High School where he matriculated in 1961, later graduating from the Durban campus of the then University of Natal with a BA UED. Layman subsequently taught at Glenwood High School from 1968 to 1982. He then moved to Pietermaritzburg to take up the post of deputy principal at Maritzburg College. In 1986, he was appointed principal of Alexandra High School. He was president of the Natal Teachers’ Society in 1992 and an executive member of the organisation that succeeded it, the Association of Professional Educators in KwaZulu-Natal.

In January 1996, Layman was seconded by the provincial Education Department to be acting superintendent of education and became acting district manager five months later. He also chaired the KwaZulu -Natal Education Council and the Provincial Redeployment Agency and Task Team. He left the department in 1997 after applying for a voluntary severance package.

At the time he had no idea what he would do but was confident something would come along. When he spotted an advertisement for the director’s post in the Pietermaritzburg Chamber of Commerce and Industries (PCCI), the PCB’s predecessor, he applied and got the job.

Considering Layman was a well-known educationist, his appointment raised a few eyebrows. “Although nobody ever said anything to me directly, I think the people who selected me came in for some flak for choosing someone outside business.”
But Layman says the move from education to business wasn’t such a huge change. “I had been running a teaching organisation,” he says. “I knew about running voluntary associations and I knew how to run an office. Management was not something strange to me. But the intellectual framework was difficult to adjust to.”

He says that chamber members were very kind during this adjustment period — “Considering I didn’t know much about business and have never been slow to express an opinion.”

The latter is an especially useful quality for a newspaper columnist. Layman’s columns are a regular feature in The Witness, as well as the Mercury and Public Eye. “I am very fortunate in that I find it easy to write,” he says. “I sit down wondering what to write about and within 10 minutes I’ve got a subject I can write about.”

Being outspoken might well stand as part of Layman’s job description given the main function of the PCB is to represent the voice of business to local, provincial and national government. Layman admits this role probably has less appeal for members who are more likely to value their PCB membership for the networking opportunities it provides.

“Networking is the main important thing. But the chamber also offers a wide range of services to its members — the provision of information alone is significant.”

When Layman first came on board, the chamber movement was relatively weak and reflective of the old order. “It perpetuated apartheid divisions,” he says.

It was also seen as representing white interests and those of big business. This is no longer the case says Layman, and if such perceptions linger they would be quickly dispelled by attending the annual banquet. Those attending reflect the demographics of the city, something also mirrored by the governance of the chamber. “Past presidents have included Lucky Moloi, Babu Baijoo and Zinhle Sokhela.”

Over 900 companies belong to the PCB, making it the fourth largest chamber of commerce in South Africa, and of those 85% are small businesses. “More and more we tailor our activities towards small businesses,” says Layman.

Layman regards the creation of the PCB in 2002 as probably the most important development during his time as CEO. This resulted from the unification of the Midlands Black Business Chamber, the Pietermaritzburg Sakekamer and the PCCI, all of which disbanded to form the new body. “I think it still remains the only chamber in the country that consciously went through a unification process to form a new body.”
“This was a significant step,” he says. “Especially considering we had quite a conservative business community. But the formation of the PCB was successful. It was a smooth process and there wasn’t a flood of resignations.”

Despite this, Layman still feels that Pietermaritzburg is “essentially conservative” compared with more cosmopolitan Durban. “It’s to do with socialisation, both in and beyond business. You might see people of all races at lunch together because they work together but you don’t see that in the evenings. There has been a natural progress reflecting what’s happening in the rest of the country, but Pietermaritzburg has been slow to catch up.”
Layman suggests this is because of a lingering “old school tie” mentality and also because the city is no longer home to such drivers of change as big businesses and related institutions, recalling the shift that occurred when the big financial institutions closed their regional offices. “I don’t think we’ve got any movers and shakers in Pietermaritzburg,” he says. “The biggest company is Hulamin, and traditionally its CEOs have kept a low public profile.”

The PCB’s relationship with the municipality has generally been a frustrating one, according to Layman. During the time of the Transitional Local Council he says there was no relationship with the municipality at all. “The interest in economic development was scanty during those years.”

In addition, Layman says some PCCI members found it difficult to accept that the African National Congress now ruled the city. “The chamber is expected to make public criticism. But we found that demand on us became very counterproductive. Our members were happy when we threw stones, but it only made deaf ears become deafer.”

Matters improved when Hloni Zondi became mayor in 2000. “We had a good relationship. The chamber was respected, although the relationship was never formalised.” Layman would like to have seen the creation of a forum on economic development involving local business and the municipality.

In 2006, there was a break in the relationship when Zanele Hlatshwayo became mayor. Following the PCB’s support for Zondi, she felt the chamber was against her. Although the relationship was repaired, it remained superficial and, despite various undertakings, the PCB was unable to find a way to engage with the municipality on any permanent basis.

With the municipality currently under administration, the PCB’s relationship has improved and Layman feels its voice is being heard. Earlier, the PCB had approached the provincial government to express its concern at the way things were going some months before action was taken. “When they did act, they proved we were right, but it was a hell of a lot worse than we realised.”

Throughout his time as PCB CEO, Layman has remained non-aligned politically, a stance he believes is the ethical one in his position. Durban could be a challenge in this regard, as previous chamber CEOs have had clear political allegiances. “The Durban chamber has generally accepted that some of the overt political links have not necessarily been in their best interests.”

Layman, who is 65, has taken a three-year contract in Durban. “This will be my last lap,” he smiles. “I’m aware that if I’d stayed in education I would be comfortably retired by now.” Not that he is the retiring type. “No, my life really is my job.”

Layman has timed his taking up of the reins in Durban for late January to accommodate lectures he needs to attend while studying for an MA.Comm. Presumably he’s also allowed himself some time for some in-depth research in the joke department.

Taken from The Witness