Cert.Dir Handbook3. OVERVIEW OF CERTIFIED DIRECTOR / CERT.DIR. DESIGNATION .....11 3.1 PURPOSE OF...

Cert.Dir® Handbook Your guide to becoming a Certified Director®

Certified Director Handbook Reviewed March 2020 Pg 1

Contents

1. INTRODUCTION .................................................................................................................. 7

2. OVERVIEW OF THE INSTITUTE OF DIRECTORS IN SOUTH AFRICA (IODSA)............... 8

2.1 IODSA VISION .......................................................................................................................................................... 8 2.2 OUR STRATEGIC FOCUS ............................................................................................................................................... 8

Figure 1: IoDSA Strategic Focus ....................................................................................................................................... 9 2.2 MEMBERSHIP OF THE IODSA ..................................................................................................................................... 10

3. OVERVIEW OF CERTIFIED DIRECTOR / CERT.DIR. DESIGNATION ............................. 11

3.1 PURPOSE OF THE CERTIFIED DIRECTOR DESIGNATION ...................................................................................................... 11 3.2 GOVERNANCE STRUCTURES FOR CERTIFIED DIRECTOR ..................................................................................................... 12

Figure 2: IoDSA Governance structures for designation purposes ................................................................................ 12 3.2.1 IoDSA Board .................................................................................................................................................... 12 3.2.2. IoDSA Certification Committee ....................................................................................................................... 12 3.2.3 Administration of the Certified Director designation processes and evaluation ............................................ 13 Figure 3. Organogram ................................................................................................................................................... 13

3.3 CODE OF CONDUCT .................................................................................................................................................. 13

4. CHARTERED DIRECTOR (SA) VS. CERTIFIED DIRECTOR ........................................... 14

5. CERTIFIED DIRECTOR ASSESSMENT PROCESS ......................................................... 16

Figure 4: How to become a Certified Director ............................................................................................................... 17 5.1 DURATION .............................................................................................................................................................. 17 5.2 FEES ...................................................................................................................................................................... 17 5.3 PART 1: TRAINING AND MCQS .................................................................................................................................. 18

5.3.1 How do I register for Part 1: Training and MCQs? .......................................................................................... 19 5.3.2 Exemptions ...................................................................................................................................................... 19 5.3.3 Letter of Completion ....................................................................................................................................... 20

5.4 PART 2: ASSESSMENT ............................................................................................................................................... 20 5.4.1 Who qualifies to write the Certified Director Assessment? ............................................................................. 21 5.4.2 How do I register for Part 2: Assessment? ...................................................................................................... 21 5.4.3 Assessment Results ......................................................................................................................................... 22 5.4.4 Rewriting of the Assessment ........................................................................................................................... 22 5.4.5. Special needs requests .................................................................................................................................... 22 5.4.6 Certification .................................................................................................................................................... 23 5.4.7 Use of Certified Director post-nominal ........................................................................................................... 23 Figure 4: Example of how to use the post-nominal on a business card......................................................................... 23 Figure 5: Example of how to use the post-nominal in an email signature .................................................................... 24

6. APPEALS .......................................................................................................................... 25

7. MAINTENANCE OF THE PROFESSIONAL DESIGNATION ............................................ 26

7.1 CONTINUING PROFESSIONAL DEVELOPMENT (CPD) ....................................................................................................... 27 7.1.1 Primary Responsibility ..................................................................................................................................... 27 7.1.2 Mandatory CPD ............................................................................................................................................... 27 7.1.3 Reporting period and CPD hours required ...................................................................................................... 27 7.1.4 CPD categories ................................................................................................................................................ 28 7.1.5 Exemption and deferral of CPD requirement .................................................................................................. 32 7.1.6 Verification of reported CPD ........................................................................................................................... 32 7.1.7 Failure to comply ............................................................................................................................................ 32

8. REVOKING OF CERTIFIED DIRECTOR DESIGNATION .................................................. 34


8.1 REVOCATION OF DESIGNATION – ADMINISTRATIVE REASONS ........................................................................................... 34 i. Revocation based on administrative reasons ..................................................................................................... 34 ii. Revocation based on Member Misconduct ......................................................................................................... 34

9. REINSTATEMENT OF DESIGNATIONS ........................................................................... 35

10. DISCIPLINARY PROCESS ................................................................................................ 35

ANNEXURES ............................................................................................................................ 36

ANNEXURE A: CERTIFICATION POLICY ......................................................................................................................................... 37 ANNEXURE B: CODE OF PROFESSIONAL CONDUCT ......................................................................................................................... 37 ANNEXURE D: APPLICATION FOR EXEMPTION: GOVERNANCE OF ETHICS ............................................................................................ 49 ANNEXURE E: APPLICATION FOR EXEMPTION FROM BEING A DIRECTOR PART 5 – BOARD READINESS ..................................................... 50 ANNEXURE F: CERTIFIED DIRECTOR CHECKLIST – PART 1: TRAINING AND MCQ .................................................................................. 53 ANNEXURE G: CERTIFIED DIRECTOR PATHWAY PROGRAMMES ......................................................................................................... 54 ANNEXURE H: CERTIFIED DIRECTOR ANNUAL CPD DECLARATION.................................................................................................... 57 ANNEXURE I: CD(SA) VS CERTIFIED DIRECTOR – WHAT IS THE DIFFERENCE? ...................................................................................... 58 ANNEXURE J: DIRECTOR COMPETENCY FRAMEWORK™ .................................................................................................................. 59 ANNEXURE K: CD(SA)® SKILLS GAP ANALYSIS .............................................................................................................................. 64 ANNEXURE L: EXAMINATION POLICY AND PROCEDURE .................................................................................................................... 76


FIGURES

Figure 1: IoDSA Strategic Focus ....................................................................................................................................... 8

Figure 3: Governance Structures for Certified Director ................................................................................................. 11

Figure 4: How to become a Cert.Dir .............................................................................................................................. 12

Figure 5: Example of how to use the post-nominals on a business card ....................................................................... 22

Figure 6: Example of how to use the post-nominal in an email signature .................................................................... 23


GLOSSARY OF TERMS

Board of Directors The term “board of directors” has been replaced in King IVTM by the term

“governing body” and these terms are used interchangeably in the

handbook. The IoDSA Board is the highest authority within the IoDSA.

Certification

committee

The IoDSA Certification Committee is a board committee that derives its

mandate from the IoDSA Board and reports into the IoDSA Board.

Board Committee The term “board committee” has been replaced in King IVTM by the term

“governing body committee”. For the purpose of this handbook the term

“board committee” has been used. It can, therefore, be assumed that any

reference that is made to “board committee” also refers to a “governing

body committee”, as defined by King IVTM.

Institute of Directors

in South Africa

The Institute of Directors in South Africa NPC (IoDSA) is a professional

body recognised by the South African Qualifications Authority (SAQA) and

a non-profit company (NPC) that exists to promote corporate governance

and to maintain and enhance the credibility of directorship as a profession

(SAQA ID: 836).

Director Competency

Framework™

The IoDSA Director Competency Framework presents the professional

standard for directors in South Africa. 20 Competences and 5 fundamental

values are included in the framework.

South African

Qualifications

Authority (SAQA)

The South African Qualifications Authority (SAQA) is a juristic person that

recognises professional bodies and is mandated by the National

Qualifications Framework (NQF) Act.

More information about the SAQA can be found at

http://www.saqa.org.za/docs/webcontent/2014/about.htm.

National Learner

Record Database

(NLRD)

The NLRD, which has been in operation since November 1999, is the

electronic management information system that facilitates the management

of the NQF and enables SAQA to report accurately on most aspects of the

education and training system of South Africa.

More information about the NLRD can be found at

http://www.saqa.org.za/docs/webcontent/2012/nqf-nlrd.html.

http://www.saqa.org.za/docs/webcontent/2014/about.htm

http://www.saqa.org.za/docs/webcontent/2012/nqf-nlrd.html


Director IoDSA defines a director as a person who is duly appointed to and is a

voting member of, a governing body, either in an executive or non-

executive capacity.

Organisation of

substance

An organisation of substance is defined by the IoDSA as an organisation

that:

Has founding documents and board/committee charters which

govern how the board/committees operate.

Publishes an annual report or annual integrated report

Is audited annually

Has an established board or governing body that meets at least 4

times a year

Has established board committees that meet at least 2 times a year

Has at least 2 of the following board committees:

o Audit and risk

o Human resource or Remuneration committee

o Nominations committee

o Social and ethics committee

o Other board committees that fulfil similar functions

Has a majority non-executive directors on the governing body

Has appointed a company secretary or governance professional

advising the board

Has shareholders or members (if applicable to the type of

organisation)

Holds an annual general meeting (AGM) or annual shareholder or

stakeholder meeting (if applicable to the type of organisation)


COPYRIGHT, TRADEMARKS AND REGISTRATIONS

CD(SA)® or Chartered Director (SA)® Chartered Director (SA)® and CD(SA)® are trademarks

owned by the Institute of Directors in South Africa

(IoDSA). All rights reserved.

Director Competency Framework™ The framework is trademarked by the IoDSA and cannot

be used outside of this context without prior written

permission.

Certified Director® or Certified Director ® Certified Director® and Cert.Dir® are trademarks owned

by the IoDSA. All rights reserved.

King IVTM King IVTM Report on Corporate Governance for South

Africa 2016. IoDSA owns all copyright and titles in King

IV in its entirety, inclusive of all parts, sections, chapters

and supplements that make up the King IVTM report


1. INTRODUCTION

The Certified Director Handbook is aimed at providing a comprehensive guide and overview

of all the processes relating to the Certified Director designation. The Handbook is reviewed

annually and updated if necessary. It is the reader’s responsibility to ensure that the latest

version of the handbook is consulted.

The content of the Handbook is presented in relation to the Certified Director processes and

includes:

Overview of the IoDSA – as a Certified Director you need to be a member of the

IoDSA. Understanding the role of the organisation and how the different structures

relate to the Certified Director processes is, therefore, key to understanding why

membership is so important.

Overview of the Certified Director – the benefits and purpose of the professional

designation, as well as how it is governed in terms of the structures, the Code of

Conduct, the assessment process and the maintenance of the status provide the

individual with a broader understanding of how to participate, as well as how to

comply with the CPD requirements.

Certified Director assessment process – this speaks to the training (Part 1) and

assessment (Part 2) that need to be passed in order to gain the designation.

Guidance and support are given in the form of guidelines – some of which can be

found on the IoDSA website. This section also makes reference to the appeals

process related to each of the assessment activities.

Maintaining the Certified Director designation – this details the criteria used to

monitor the ongoing maintenance of the Cert.Dir and includes continuing

professional development (CPD).

Disciplinary process – Certified Director’s – whether a candidate or designee –

need to familiarise themselves with the consequences of non-compliance.

Revocation – this section provides detail on the reasons why a Certified Director

designation could be revoked.

The handbook should be used by both aspiring Certified Directors as well as qualified

individuals.


2. OVERVIEW OF THE INSTITUTE OF DIRECTORS IN

SOUTH AFRICA (IoDSA)

The Institute of Directors in South Africa NPC (IoDSA) is a professional body recognised by

the South African Qualifications Authority (SAQA) and a non-profit company (NPC) that

exists to promote corporate governance and to maintain and enhance the credibility of

directorship as a profession (SAQA ID: 836).

2.1 IoDSA Vision

The IoDSA strives to contribute value and have a positive impact on our stakeholders. Our

vision is that directors and others charged with governance duties in all sectors are

empowered to discharge these duties effectively. For us our slogan “Better Directors. Better

Boards. Better Business.” is something that truly inspires all that we do and we believe that

this will eventually lead to a better South Africa for all its citizens.

2.2 Our Strategic Focus

The IoDSA’s objectives as stated in the Memorandum of Incorporation are:

promote good corporate governance in southern Africa by empowering those who

are charged with governance duties to effectively and legally discharge those duties;

safeguard the integrity and status of directorship as a profession by serving as the

professional body for directors and through offering a professional designation which

serves to assess and credit mastery as a director;

take a continuing and effective interest in legislative developments as this relates to

governance and directors’ duties in order as far as possible to ensure that the

Constitution of South Africa, 1996 is upheld and that a climate conducive to

economic growth is maintained;

uphold and maintain the concept of the corporate entity as a responsible corporate

citizen and its role in a free enterprise economy;

provide an effective voice for directors in public affairs;

maintain and strengthen the bonds and reciprocity between the IoDSA and

professional organisations with similar objectives within southern Africa and in other

parts of the world;

undertake, provide and support or assist in research, thought leadership, guidance,

advice, opportunities for peer interaction, education and training which may assist in


the attainment or advancement of any of the objects of the IoDSA as set out above;

and

do all such things as the Board determines would be in the furtherance of the objects

set out above.

Our strategic focus is aligned to these strategic objectives and presented in the figure below.

Figure 1: IoDSA Strategic Focus


2.2 Membership of the IoDSA

Before applying for the Certified Director assessment, the candidate needs to have a valid,

paid-up membership of the IoDSA, More information about the member application process

can be accessed on the website at http://www.iodsa.co.za/?page=BecomeAMember.

http://www.iodsa.co.za/?page=BecomeAMember


3. OVERVIEW OF CERTIFIED DIRECTOR / CERT.DIR.

DESIGNATION

The designation is awarded to individuals who have successfully completed the Certified

Director learning pathway. Part 1 consists of training and the online multiple-choice

questions (MCQs) linked to each of the training programmes, whereas Part 2: Assessment

is the final integrated examination. The entire programme is aligned with the knowledge

components of the IoDSA’s Director Competency Framework™.

3.1 Purpose of the Certified Director Designation

Anyone can be appointed as a director of a company. The Certified Director Designation is

aimed at signalling to the market place that individuals who attain this designation have the

knowledge to serve as a director. However, it does not indicate that the individual is an

experienced director because the candidate’s experience is not evaluated as part of the

Certified Director assessment process

The main benefits of attaining the designation can be divided into the 5 C’s:

Commitment – by volunteering to participate in the assessments required to attain the

designation, individuals are signalling their commitment to the professionalization of

directorship in South Africa;

Compliance – individuals attaining the Certified Director (Certified Director) also signal their

compliance with the requirements of the King IV Report on Corporate Governance™ in

South Africa, 2016;

Competence – the successful completion of the MCQs, as well as the examination,

demonstrate an in-depth understanding of the knowledge underpinning a director’s roles and

responsibilities and corporate governance in general;

Code – all individuals who attain the designation are required to sign annually adherence to

the Code of Conduct and can be disciplined in terms of this code; and,

Continuing Professional Development (CPD) – to retain the designation, commitment to

meeting the annual CPD requirement forms part of the maintenance requirements.


3.2 Governance Structures for Certified Director

There are a few structures involved in the oversight and management of all the process

related to the Certified Director designation.

Figure 2: IoDSA Governance structures for designation purposes

3.2.1 IoDSA Board

The IoDSA Board constitutes and approves the mandate for the IoDSA Certification

committee. This includes the approval of the qualifying criteria. For more information on

IoDSA board members, visit www.iodsa.co.za.

3.2.2. IoDSA Certification Committee

This committee was constituted in 2018. The responsibility of this committee is to provide

oversight of all policies, processes and activities relating to the two professional designations

offered by the IoDSA, namely the Chartered Director (SA) and the Certified Director

designations.


The IoDSA Certification Committee is charged with the oversight role in relation to the

awarding, revoking and maintenance of the professional designations.

3.2.3 Administration of the Certified Director designation processes and evaluation

Two departments are involved in the administration of the programme:

Part 1 – Director Development manages the delivery of the training and MCQs.

Part 2 - Director Certification manages the delivery of the Cert. Dir. Assessment, as

well as the monitoring of continuing professional development (CPD).

The organogram below presents the different people that are involved in each department.

Figure 3. Organogram

3.3 Code of Conduct

As from 1 May 2019, all members of the IoDSA, regardless of membership type or

designation, are bound to the IoDSA Code of Professional Conduct (see annexure B).

Parmi Natesan

CEO

Sherma Malan

Executive: Certification and member services

Dilshaan Duearte

Senior Manager: Certification

Valencia Mavundla

Senior Coordinator: Certification

Fanny Grobler

Manager: Individual Director Development


4. CHARTERED DIRECTOR (SA) VS. CERTIFIED DIRECTOR

Refer to the Certification Policy (Annexure A). The IoDSA reserves the right to seek any

information it requires during, but not limited to, the assessment process on a candidate’s

current and former roles, education background and other aspects of their application or

portfolio as it sees fit. This includes inter alia regular reputational scans.

The IoDSA may, at its discretion, refuse to accept any application which may place the

IoDSA or the profession at risk or withdraw the designation from any CD(SA) who breaches

the Code of Professional Conduct and/or the undertakings given to the IoDSA as a member.

In addition to this Certification Policy, prospective and current certificants are required to

adequately familiarise themselves with the content and provisions of the following:

Membership regulations

Code of Professional Conduct

Disciplinary Regulations

Continuous Professional Development (CPD) policy

Director Competency FrameworkTM

Examination policy

Appeal policy

Individuals considering which professional designation is best for them should consider

whether you have the required experience as a director.


More information about the CD(SA) designation and its related processes can be found in

the CD(SA) Handbook. This handbook only relates to Certified Director and the related

processes.

Notes:


5. CERTIFIED DIRECTOR ASSESSMENT PROCESS

The process of qualifying as a Certified Director is divided into 2 parts:

Part 1: Training and MCQs (Multiple Choice Questions)

Part 2: Assessment

Once the designation has been gained, the candidate is required to maintain their status

through continuing professional development (CPD) and other requirements. These

requirements are detailed in section 6 of this Handbook.


Figure 4: How to become a Certified Director

5.1 Duration

The duration to complete Part 1 is dependent on the candidate’s availability to attend all the

required training programmes and complete the MCQ’s. Part 1 Training is available

throughout the year on the Director Development Calendar, however, these programmes

tend to fill up fast which may mean that the candidate has to register for a later training

programme. There are four Part 2 Assessment dates scheduled per year. Part 1 must be

completed before a candidate can proceed to Part 2.

5.2 Fees

The full costing for the Certified Director process, including both Part 1 and Part 2, is

summarized in the table below, please note these fees are applicable for 2020 only and are

subject to change.

Part 1: Training & MCQ’s Subscription paying

member (excl. VAT)

Other (excl. VAT)

Fellow Member Rate (excl. VAT)

Being a Director Package Deal

Part 1 - 4* R 16 216.10 R 20 270.13 R 13 514.09

Being a Director Part 5** R 3 861.05 R 4 826.31 R 3 217.70

Governance of Ethics** R 2 703.89 R 3 379.86 R 2 253.36

Financial insights for non-

financial directors** R 4 504.47 R 5 630.59 R 3 753.91

Subtotal for Part 1: R27 285.51 R34 106.89 R22 739.06

Part 2: Assessment***

Assessment R6 875.00 R6 875.00 R6 875.00

Total for Part 1 & 2: R34 160.51 R40 981.89 R29 614.06

*Individual one day Being a Director parts 1 - 4 costs R 3 753.91 for Fellows, R 4 504.47 for subscription paying members and R 5 630.59 for

others, which is applicable if a candidate cannot book and attend the 4-day package deal.

**Could qualify for Exemption – see Section 5.3.2

***A member rate is only available for the assessment as you would need to be an active IoDSA member at this stage of the process

Note: Should you qualify for an exemption for Being a Director Part 5, Financial insights for

non-financial Directors or The Governance of Ethics module then the cost of Part 1will

reduce accordingly.


5.3 Part 1: Training and MCQs

The IoDSA’s Director Development department offers the training programmes and multiple-

choice questions (MCQs) that are required to qualify to write the Certified Director (Cert.Dir.)

assessment.

The training that needs to be completed includes:

Being a Director Part 1 – 4 (4 days of training);

Being a Director Part 5 – Boardroom theory into practice (1 day of training);

Financial insights for non-financial directors (1 day); and,

Governance of Ethics (1/2 day).

For more information on focus areas for each of these programmes, refer to Annexure G.

Once the training is complete, individuals are then required to complete the multiple-choice

questions (MCQs) for the following training programmes:

Being a Director Part 1 – 4;

Finance for non-financial directors; and,

Governance of Ethics.

Please note:

Training programmes attended remains valid for three years. If a candidate wants to

pursue the Certified Director designation, they must write the Certified Director

assessment (exam) within this specified time period.

The IoDSA will verify that the individual attended the programme.

Individuals cannot write the MCQs without having attended the training.

Registration for all Director Development programmes is completed online.

Invoices are raised during the online registration process.

The MCQs are completed online. Once payment is made, a password and login

details are provided and login can be effected through the internet from any location.

A pass mark of 70% is required for each set of MCQs and candidates get two

opportunities to pass the test.


There is no limit to how many times an individual can rewrite the MCQs, but an

additional fee is payable for attempts 3 and onwards. Candidates who do not pass on

the second attempt, need to apply and pay for another MCQ login.

The MCQ results are immediate and automated by the online MCQ portal. The results

received are final and no discussion or correspondence will be entered into regarding

the results.

The individual completing the online MCQ's is not permitted to sharing questions with

other delegates.

By accepting the terms of use, you confirm that you will complete the online MCQ's

as an individual and not with the help of any other person.

5.3.1 How do I register for Part 1: Training and MCQs?

Registration for training is completed online, as for any of the training offered by Director

Development. Similarly, registration for the MCQs is also completed online.

Invoices are raised during the online registration process.

5.3.2 Exemptions

Individuals can apply for exemption from “Being a Director Part 5”, “Financial insights for

non-financial directors” and “Governance of ethics” training and MCQ modules should

they meet the following criteria:

Financial insights for non-financial directors – individuals that work in a senior

financial role or have completed a qualification at NQF 6 or higher that includes a

finance module, are able to apply for exemption from this training and MCQ’s. See

Annexure C or download the finance exemption application form

Governance of Ethics – individuals that have completed the Ethics Officer

Certification Programme (EOCP) through The Ethics Institute of South Africa can

apply for exemption from this training and MCQ’s. See Annexure D or download the

ethics exemption application form

Being a Director Part 5 – individuals who are able to prove that they have served on

a board of an organisation of substance for 12 months or more, can apply for an

exemption. See Annexure E or download the simulation exemption application form

https://c.ymcdn.com/sites/iodsa.site-ym.com/resource/collection/7BCA6AAC-72E2-4075-ADE3-F99C89E9A74E/Path_to_Cert.Dir_Finance_Exemption_Application_Form_2018.pdf

https://c.ymcdn.com/sites/iodsa.site-ym.com/resource/collection/7BCA6AAC-72E2-4075-ADE3-F99C89E9A74E/Path_to_Cert.Dir_Ethics_Exemption_Application_Form_2018.pdf

https://c.ymcdn.com/sites/iodsa.site-ym.com/resource/collection/7BCA6AAC-72E2-4075-ADE3-F99C89E9A74E/Path_to_Cert.Dir_Being_a_Director_part_5_Exemption_Application_Form_2018.pdf


Individuals who are granted exemption from the “Financial insights for non-financial

directors” or “Governance of Ethics” need not write the MCQ for this programme, but

must be aware that the exam will contain questions on these programmes. Learning

material will not be provided to the exempted candidate.

5.3.3 Letter of Completion

Once Part 1: Training and MCQs are complete, the candidate needs to apply for

a Letter of Completion from Director Development. If you are uncertain whether

you have met all the Part 1 requirements, a checklist has been developed for you

to check your progress in Part 1: Training and MCQ’s (Multiple Choice

Questions). See Annexure F for the Checklist.

Address your request, via the online form under Certifications - Part 1 training and MCQ’s

on the IoDSA website.

5.4 Part 2: Assessment

Once Director Development has issued the Letter of Completion, the individual is able to

apply for the Certified Director (Cert.Dir.) exam, also referred to as Part 2: Assessment.

(Refer to Annexure L – Exam policy)

This takes the form of a 3 hour closed book exam that is written at the IoDSA offices in

Sandton on set dates. Exams can also be hosted in Cape Town if a minimum of 5 delegates

is registered for the exam. IoDSA reserves the right to cancel an exam if there are not

enough candidates registered to host the exam cost-effectively. Candidates will be notified

5 working days before the exam if the particular exam is cancelled, whereupon the

candidate may decide to travel to Johannesburg at their own cost to write the exam, or to

defer the exam to the next date.

2020 Cert.Dir Exam Dates

Tuesday 25th February 2020 (09h00-12h00)

Tuesday 23rd June 2020 (09h00-12h00)

Tuesday 11th August 2020 (09h00 – 12h00)

Tuesday 6th October 2020 (09h00 – 12h00)

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

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


All registrations need to be completed online and registrations close 5 working days prior to

the exam date. No late registrations will be considered.

5.4.1 Who qualifies to write the Certified Director Assessment?

Individuals who have successfully completed Part 1: Training with Director Development and

have received their Letter of Completion, are legible to apply for the Certified Director

assessment.

An individual must be a full member of the IoDSA before they can apply for the Certified

Director Assessment.

5.4.2 How do I register for Part 2: Assessment? Complete the online Certified Director registration form, attaching the Director

Development Letter of Completion, a certified copy of your ID, Candidate Code of

conduct declaration.

The individual applies for a specific assessment date on their registration form. If for some

reason, the individual is not able to write on this date, then she/he needs to notify Director

Certification in writing at least 7 working days before the assessment. Terms and conditions

(as set out in the registration form) apply.

Please note:

The assessment can be hand-written or typed and the candidate must indicate

his/her preference at registration.

Candidates typing the assessment need to supply their own computers and

computer cable.

A pass mark of 50% is required to pass the assessment.

The outcome of the exam is either pass (50% or more), fail (less than 50%), or

distinction (75% or more).

Candidates are not issued with a specific mark.

Marked scripts and exam papers are not shown to the candidates

Candidates are able to request a re-mark or appeal to the outcome of the

assessment.

.


5.4.3 Assessment Results

Once the examination is assessed, the results are approved by the IoDSA Executive before

being released. A pass result does not automatically result in the candidate being certified.

The Certification Committee will be presented with the successful candidates for certification

consideration. Results are sent to the individual candidates via email by Director

Certification.

5.4.4 Rewriting of the Assessment

A candidate that does not pass the assessment is able to rewrite the assessment once in a

2-year cycle at no additional cost. However, should a candidate wish to rewrite the

assessment a third time, then this will be at an additional cost. A candidate that has failed 3

assessments within a 2-year cycle must attend Part 1: Training and MCQ’s again before

being able to register for the exam again.

5.4.5. Special needs requests You are able to apply for assistance during the assessment, but only for medical reasons.

Typical requests include:

An oral exam when the candidate is not able to write/type the exam

A transcriber when the candidate is not able to write/type the exam. The transcriber

will be appointed by the IoDSA and the expense will be for the account of the

candidate.

Longer time allocation where the candidate is diagnosed with a relevant learning

disability.

The application for assistance must be submitted at least 2 weeks before the assessment.

However, approval is at the discretion of the IoDSA Certification Snr Manager.

Requests should be directed in writing to Director Certification at [email protected]

and accompanied by a signed letter from a registered medical practitioner verifying your

condition and outlining the type of support required during the assessment.

Support may not be requested on the day of the Assessment and is not a substitute for

inadequate preparation.

mailto:[email protected]


5.4.6 Certification The candidate that has successfully completed both parts of the Certified Director process

will be recommended for certification to the Certification Committee.

Once the candidate has attained the Certified Director designation, she/he:

has their name listed on the Certified Director National Register on the IoDSA

website;

is issued with a Certified Director pin,

is able to insert the PrivySeal into their email signature and on their websites;

is able to use the post-nominal on their business cards and in their email signature

and other correspondence; and

needs to maintain their status as Certified Director by complying with the CPD

requirements.

5.4.7 Use of Certified Director post-nominal

The certificate confers the candidate the right to append the letters “Certified Director®” or

“Cert.Dir®” after his or her name subject to the maintenance of the Certified Director status

requirements.

It is important that the letters and trademark be used correctly.

It is, however, important to note that should the Certified Director status be revoked, you are

no longer licenced to use it and it must be removed from all documents and business

collateral with immediate effect.

Business Cards

The post-nominal is used after the name on the business card. If you have more than one

post-nominal, it is displayed next to each other, separated by a comma.

Figure 4: Example of how to use the post-nominal on a business card


Email Signature

The post-nominal is used directly after the name on the email signature:

Figure 5: Example of how to use the post-nominal in an email signature

PrivySeal

The IoDSA encourages all Certified Director’s to register with PrivySeal

and use their PrivySeal in all their email and online profiles as it

increases clients’ awareness around the professional designations the

member holds and to provide real-time confirmation of a member’s standing with the Institute

By using your PrivySeal in your communications, you make your key designations and ongoing

compliance highly visible. The PrivySeal also removes any possible doubt as to your professional

competence and assures those who deal with you that you can be trusted.

PrivySeals and linked Verification Certificates:

are always genuine, current and accessible, unlike paper-based certifications;

provide constantly updated information;

allow you to showcase your expertise and compliance; and

protect the public by distinguishing between real and bogus Certified Directors and compliant

and non-compliant Certified Directors.


6. Appeals

IoDSA, as a SAQA recognized professional body, is required to allow candidates

participating in the Certified Director (Cert.Dir.) certification programme opportunity to

appeal the outcome of the different components of the assessments.

Candidates are able to appeal the outcome of the assessment comprising the Certified

Director certification programme, namely:

Registration phase – an applicant is able to appeal the unsuccessful outcome of

their application for registration on the Certified Director certification programme;

Assessment phase:

Examination – a candidate who has failed the examination is able to appeal

to this outcome.

Different structures are involved in each of these assessment components and

should, therefore, be involved in the appeal:

Assessment phase

Initial assessment

Detail of appeal

First Appeal

Elevated Appeal

Possible recommendations by appeal official

Outcome of registration

Manager or Snr Manager: Certification

All relevant information not presented during the application process – request to consider additional information

Submitted within 5 working days from the communication of the outcome

Relevant Executive Manager

CEO or Certification Committee

Re-evaluation of application based on new information

Outcome of Exam

Appointed assessor

Remark examination paper

Submitted within 10 working days from the communication of the outcome

Manager Certification

Certification Committee

Appoint a moderator to check assessor’s marking (Candidate to pay for remark)

The report issued by moderator


***Initial assessment = the person or committee that completed the initial assessment; First appeal = the person or

committee to whom the appeal is addressed; Elevated appeal = the person or committee to whom the elevated appeal

is addressed

Should the appellant not be satisfied with the outcome of the appeal, then they are

able to elevate the appeal to a higher structure.

It is important to note that the appeal will be processed by individuals that were not

involved in the initial assessment.

Process:

The appellant submits the appeal within the prescribed time period in writing

to [email protected] and addresses it to the relevant first appeal

structure. Where the outcome of the PQE or the Exam is appealed, the

prescribed appeal fee must be paid before the appeal will be administered;

The appeal will be considered by the relevant structure/person and a

recommendation made within 30 calendar days from submission and in writing

to the appellant; where the 30 calendar days’ requirement cannot be met, the

appellant will be informed accordingly;

In the event of a successful appeal decision related to the PQE or the Exam,

50% of the fee will be refunded;

In the event of an unsuccessful appeal decision, the candidate has 30 calendar

days to submit an elevated appeal to [email protected]. No further

costs will be charged at this stage.

All appeals will be presented for recording at the Certification Committee

meetings.

7. MAINTENANCE OF THE PROFESSIONAL DESIGNATION

To remain a Certified Director, the candidate will need to:

maintain membership of the IoDSA;

subscribe to the IoDSA Code of Professional Conduct (refer to Annexure B); and

commit to continually enhancing professionalism by participating in structured

continuing professional development (CPD) activities.

Failure to comply with these requirements will result in the revocation of the Certified

Director designation in which case the name of the individual will be removed from the

Certified Director register. The certificate remains the property of the IoDSA and is

returnable on the cession of membership or termination of the Certified Director status.




7.1 Continuing Professional Development (CPD)

Continuing Professional Development or CPD can be described as the systematic

maintenance, improvement and broadening of knowledge, experience and skills, and

the development of personal qualities required in the execution of professional duties

through a career.

It is important for an IoDSA designee to participate in ongoing development to ensure

not only that their competence, as contained in the Director Competency FrameworkTM

and as embodied by their professional designation, is current, but also to enhance their

current practices as director and to learn new skills.

7.1.1 Primary Responsibility

The primary responsibility for competence lies with the member and all designees have

an obligation to develop and maintain their professional competence, relevant to the

nature of their work and professional responsibilities.

7.1.2 Mandatory CPD

Adhering to the IoDSA CPD requirement is compulsory for all members that hold the

Certified DirectorTM and Chartered Director (SA)® designation, whether they are in

private practice, industry, commerce, education, the public sector or any other field, or

retired from professional practice.

7.1.3 Reporting period and CPD hours required

Each designee must earn and report 30 CPD points per annum, which may be verified

by the IoDSA. The reporting cycle is set from 1 January to 30 December and designees

are required to report on CPD earned during the prior CPD cycle in the next

membership renewal cycle that ends on 31 March each year.

For all new designees, the CPD reporting cycle commences upon joining the Institute

and the CPD requirement will be pro-rated as follows:


Month Certified Required CPD

points Month Certified

Required CPD

points

January 27 July 12

February 25 August 10

March 22 September 7

April 20 October 5

May 17 November 2

June 15 December 0

7.1.4 CPD categories

CPD activities for IoDSA designees are organised into five categories. Designees

may earn CPD points in any or all of these categories (refer to the explanatory table

per category for any potential limitations for the specific category):


Professional work-based activities

These are all the activities that a competent director would participate in.

Activity Description Expectation CPD hours CPD record keeping

Practising director Serving as a director on

a governing body Listed as a director on CIPC Max 10 hours

Self-administered

Proof includes CIPC certificate or letter of appointment

on company letterhead signed by Company Secretary

New Director Mentoring

These activities are related to the mentoring of new or aspiring directors in growth and development on their directorship path.


Participate in

mentoring activities

offered by IoDSA or

arranged in a

personal capacity

Organised or self-

arranged mentoring

activities, acting either

as a mentor or a

mentee

CD(SA) to act as a mentor

Cert.Dir to act as a mentor

Actual participating

hours can be

claimed

Self-administered and reported

Personal Activities Outside Work

These activities are related to the competences of a director, but are performed outside of work and include, but not limited to, being a member

of committees of other professional institutes, trade associations or Chambers of Commerce; management of a club or society; or writing and

lecturing/presenting on governance-related topics.


Activity Description Expectation CPD hours CPD record

keeping

IoDSA Forums & committees

ACF - Audit Committee Forum SDF - Sustainable Development Forum CGN - Corporate Governance Network PSACF - Public Sector Audit Committee Forum; REMCO - Remuneration Committee Forum King Committee CRISA Committee Integrated Reporting Committee

Participate as a committee

member

2 hours for each meeting

attended l imited to 10 hours

in total for this category

Automatic

Participate in forum events

1 hour for each event

attended l imited to 10 hours

in total for this category

Automatic

Participation in other

governance-related structures

Committees of other professional institutes, trade

associations or Chambers of Commerce;

management of a club or society

Office bearer on

committees or governing

bodies

Limited to 10 hours in total

for this category

Self-administered

and reported

Writing articles or

lecturing/presenting

Authoring of governance-related articles or

Lecturing/presenting on governance-related

topics

Published article or

provision of agenda of a

speaking slot

2 hours per article;

2 hours preparation time for

lecturing/ presenting and actual

time presented

Self-administered

and reported

Courses, Seminars and Conferences

These are educational activities that are directly related to the Director Competency FrameworkTM (DCF) and include, but are not limited to

NQF registered qualifications offered through accredited institutions; attending of short courses, workshops and seminars;


Attendance of workshops,

seminars, conferences, courses

Training on topics that are related to the

competencies as contained in the DCF Attend session

Actual training

hours

IoDSA hosted sessions – automatic

Other sessions – self-administered and

reported


Self-Directed Learning Activities

These are activities that are performed almost daily as an integral part of a director’s role. However, these activities don’t usually involve other

people and are driven by the individual. These include, but are not limited to the reading of newspapers, journals and books; listening to

CDs/Audio Books or watching documentaries and DVDs related to business, economics, ethics or corporate governance; and running one’s

own business.


Self-directed activities

Any activity that contributes toward the

governance-related learning and

development that a person engages

in, which is not covered in other CPD

categories

Learning and development has

taken place

Actual t ime spent but

l imited to 10 hours per

annum

Self-administered and reported


7.1.5 Exemption and deferral of CPD requirement

A member may request for an exemption or deferral of CPD requirements, due to extenuating

circumstances such as a medical diagnosis, temporary or permanent disability, parental leave or

sabbatical. Parental leave will be limited to 4 calendar months in a reporting period. These

requests will be considered on a case-by-case basis. Written requests must be made to the

IoDSA Certification department ([email protected]) as soon as potentially possible and

supporting documentation such as medical reports must be submitted with the request. If a

deferral is granted, the balance of the CPD requirement for the current reporting period will be

carried over and added to the next CPD cycle, effectively increasing the CPD requirement of the

subsequent cycle. If an exemption is granted, the CPD requirement will be decreased and the

member will not be required to earn it. It is the sole right of the IoDSA to determine if exemption

or deferral is granted. Exemption or deferral applications by a member will only be considered for

a maximum of 2 consecutive CPD reporting periods.

7.1.6 Verification of reported CPD

The IoDSA will conduct random audits of members for CPD hours reported by them. The

selection criteria for members to be audited will be at the discretion of the Chief Executive Officer.

IoDSA members selected for audit will be notified by the IoDSA and will be required to submit

evidence of CPD activities and related documentation within 30 days.

If a member’s claimed hours are deemed inadequate/unsubstantiated at the end of the reporting

period, the member will be allowed 90 days to earn and report the relevant hours. These hours

may only be utilized for the reporting period being evaluated, and may not be claimed for any

other reporting periods.

7.1.7 Failure to comply

Non-compliance with this policy will be dealt with as per the IoDSA Certification Policy. Misstated

or fraudulent reporting of CPD points will be treated as a separate offence reportable through the

IoDSA Disciplinary Regulations as a violation of the IoDSA Code for Professional Conduct.



How do I upload proof of my CPD activities on my IoDSA member record?

In order to upload proof of your CPD activities, you will need to log onto your profile on the IoDSA

website.

Now click on “Manage Profile”. You will land on the following page:

Scroll down to “Content & Features”. You will see the heading “Professional Development”.

Click on to start recording your CPD activity.


8. REVOKING OF CERTIFIED DIRECTOR DESIGNATION

This section of the Certified Director Handbook outlines the policy that is followed should a Certified

Director designation need to be revoked or a Certified Director disciplined. This section is therefore

presented in two parts:

Revocation of designation - Administrative reasons (membership or CPD)

Revocation of designation - Misconduct under the Code

8.1 Revocation of Designation – Administrative Reasons

IoDSA designations may be revoked by the IoDSA Certification Committee based on

administrative reasons or due to member misconduct under the IoDSA Code of Professional

Conduct

i. Revocation based on administrative reasons

An IoDSA designation can be revoked if:

a) The membership fees are not paid annually as per requirement;

b) The designee resigns his/her membership to the IoDSA;

c) Failure to sign adherence to the IoDSA Code of Professional Conduct or any other

relevant requirements as determined from time to time; or

d) Failure to comply with the criteria for Continuing Professional Development (CPD)

ii. Revocation based on Member Misconduct

When a CD(SA) or Cert.Dir member is found guilty by the IoDSA Disciplinary Panel

against any of the provisions contained in the Code of Professional Conduct, the sanction

to the member could include the revocation of the designation. (Refer to the IoDSA Code

of Professional Conduct as well as the IoDSA Disciplinary Regulations)


9. REINSTATEMENT OF DESIGNATIONS

The Certification Committee may approve the reinstatement of designations. An individual who

has cancelled his/her professional membership with the IoDSA or have had the designation

revoked based on administrative reasons, may request reinstatement of his/her professional

membership at any time during a period of 3 years following the date of such cancellation,

provided that the individual complies in full with current entrance requirements and any other

requirements listed below. If reinstatement is requested after more than 3 years have elapsed,

the applicant is expected to apply for the designation as if for the first time and all assessment

phases will be applicable.

10. DISCIPLINARY PROCESS

Refer to the IoDSA Disciplinary Regulations for detail.

--- End ---


ANNEXURES


Annexure A: Certification Policy

CERTIFICATION POLICY

PREAMBLE

The C ertification policyi communicates the rules and governing principles on

which the activities related to the IoDSA certification processes are based and

explains the certification requirements that must be met to be awarded, and to

retain, a professional designation offered by the IoDSA.

In addition to this Certification Policy, prospective and current certificants are required to

adequately familiarise themselves with the content and provisions of the following:

Membership regulations

Code of Professional Conduct

Disciplinary Regulations

Continuous Professional Development (CPD) policy

Director Competency FrameworkTM

Examination policy

Appeal policy

The IoDSA reserves the right to seek any information it requires during, but not limited to, the

assessment process on a candidate’s current and former roles, education background and other

aspects of their application or portfolio as it sees fit. This includes inter alia regular reputational

scans.

The IoDSA may, at its discretion, refuse to accept any application which may place the IoDSA or

the profession at risk or withdraw the designation from any CD(SA)® who breaches the Code of

Professional Conduct and/or the undertakings given to the IoDSA as member.

IoDSA DESIGNATIONS

Chartered Director (SA)®

Entrance criteria and registration for assessment

Individuals applying for assessment registration need to comply with the following entrance

criteria:

Be a member in good standing1 of the IoDSA;

Hold an NQF registered qualification at an NQF 7 level or higher or be able to

demonstrate substantial and appropriate directorship experience of at least 10 years or

holds an IoDSA Approved Qualification for CD(SA) purposes; and

Has been an appointed and voting member of a governing body of an organisation of

governance substance; for at least 3 years during the 5 years prior to application.

An organisation of governance substance is defined by the IoDSA, for the purposes of the

CD(SA) entrance criteria, as an organisation that:

1 Good standing means that there be no outstanding subscriptions or disciplinary processes against the member


has founding documents and governing body/committee charters which details how the

governing body and committees operate;

publishes an annual report or an annual integrated report;

undergoes an annual financial audit;

has an established governing body that meets at least 4 times a year;

has an established governing body committees that meets at least 2 times a year;

has at least 2 of the following governing body committees, or committees that fulfil

similar roles:

o Audit and risk (combined or separate)

o Human resource or Remuneration committee

o Nominations committee

o Social and ethics committee

has a majority non-executive directors on the governing body;

has appointed a company secretary or governance professional advising the board;

has shareholders or members (where applicable)

holds an annual general meeting or annual shareholder/stakeholder meeting (where

applicable).

Members with extensive directorship experience on governing bodies and governing body

committees, may be considered for fast tracking through the IoDSA Recognition of Prior

Learning (RPL) process. RPL may be considered for two reasons:

a) the candidate has extensive experience as a director and has considerable standing

in his/her industry; or

b) the candidate serves in an office bearer capacity on a committee, working group, forum

or other representative group that could serve to raise the profile of the CD(SA)

professional designation and the candidate would serve as an ambassador for the

CD(SA) designation.

Approval to participate on the RPL process is at the discretion of the Certification

Committee.

Once a candidate has successfully applied for CD(SA) registration for assessment, the

candidate will gain access to the assessment process.

Assessment of CD(SA) candidates

The CD(SA) assessment comprises three parts namely

Portfolio of Qualifications and Experience (PQE);

CD(SA) examination; and

Peer review.

Portfolio of Qualifications and Experience (PQE)

The purpose of the PQE is to verify the experience of a director against each of the 20

competencies included in the Director Competency Framework™. The candidate must be

found competent in each of the 20 competencies to be regarded as successful in this part.

CD(SA) Examination

Successful completion of the PQE part is a requirement to gain access to the CD(SA)

examination. Refer to the IoDSA Examination policy for detail related to the CD(SA)

examination.

Peer review


Successful completion of the CD(SA) examination, or approval from the Certification

Committee for RPL, are requirements to be invited to the Peer Interview.

Certified DirectorTM (Cert.Dir) TM

Entrance criteria and registration

Candidates must be a member of the IoDSA in good standing;

Candidates must hold as a minimum a Senior Certificate (NQF 4);

Candidates must have at least 3 years’ senior management or higher experience; and

Must have completed the Certified Director Part 1 pathway to register for the Cert.Dir

assessment.

The Part 1 pathway consists of:

Attendance of the Being a Director parts 1 – 4 programmes and successful completion

of the Multiple Choice Questions (MCQ’s) linked to each programme. There are no

associated exemptions to these programmes;

Attendance of Being a Director part 5, which is regarded as an experiential learning

component. If a person has 1 year of directorship experience on a governing body of

an organisation of substance, they may qualify for an exemption to attend this

programme;

Governance of Ethics programme attendance and successful completion of associated

MCQ’s. If a person is a Certified Ethics Officer as awarded by The Ethics Institute, the

candidate may qualify for an exemption from meeting this requirement; and

Finance for non-financial directors programme attendance and successful completion

of associated MCQ’s. If a person has completed a finance related module in a NQF 6

or higher qualification, the candidate may qualify for an exemption.

The above training programmes remain valid for 3 years and if, at the time of the

assessment application, any of the programmes fall outside the 3-year period, the

candidate will be expected to repeat the specific programme(s)

Assessment of Certified Director (Cert.Dir) candidates

Refer to the IoDSA Examination Policy for information related to the Cert.Dir assessment.

AWARDING OF THE DESIGNATIONS

Completion of the various assessment processes alone is not a guarantee that the candidate will

be awarded the designation. Based on the IoDSA Delegation of Authority, various IoDSA

Governance Structures oversee and approve the awarding of designations.

The CD(SA) designation is ratified by the IoDSA Board after approval by the Certification

Committee.

The Cert.Dir designation is awarded by the Certification Committee.

ANNUAL MAINTENANCE OF IoDSA DESIGNATIONS

CD(SA) and Cert.Dir members are required to, on an annual basis, meet the following criteria to

retain their designation.

i. Maintenance of CD(SA) designation

To remain a CD(SA) member, the member will need to:


subscribe to the IoDSA Code of Professional Conduct; and



continuing professional development (CPD) activities. (Refer to IoDSA CPD policy)

ii. Maintenance of Cert.Dir designation

To remain a Cert.Dir member, the member will need to:


subscribe to the IoDSA Code of Professional Conduct; and


continuing professional development (CPD) activities. (Refer to IoDSA CPD policy)

Failure to comply with these requirements will result in the revocation of the CD(SA) or Cert.Dir

designation.

REVOCATION OF DESIGNATION

IoDSA designations may be revoked by the IoDSA Certification Committee based on

administrative reasons or due to member misconduct under the IoDSA Code of Professional

Conduct

iii. Revocation based on administrative reasons

An IoDSA designation can be revoked if:

e) The membership fees are not paid annually as per requirement;

f) The designee resigns his/her membership to the IoDSA;

g) Failure to sign adherence to the IoDSA Code of Professional Conduct or any other

relevant requirements as determined from time to time; or

h) Failure to comply with the criteria for Continuing Professional Development (CPD)

iv. Revocation based on Member Misconduct

When a CD(SA) or Cert.Dir member is found guilty by the IoDSA Disciplinary Panel against

any of the provisions contained in the Code of Professional Conduct, the sanction to the

member could include the revocation of the designation. (Refer to the IoDSA Code of

Professional Conduct as well as the IoDSA Disciplinary Regulations)

REINSTATEMENT OF DESIGNATIONS

The Certification Committee may approve the reinstatement of designations. An individual who

has cancelled his/her professional membership with the IoDSA or have had the designation

revoked based on administrative reasons, may request reinstatement of his/her professional

membership at any time during a period of 3 years following the date of such cancellation,

provided that the individual complies in full with current entrance requirements and any other

requirements listed below. If reinstatement is requested after more than 3 years have lapsed, the

applicant is expected to apply for the designation as if for the first time and all assessment phases

will be applicable.

i. CD(SA) reinstatement within 3 years of cancellation

Applicants for CD(SA) reinstatement must avail themselves for a Peer Review interview

and only if the entrance criteria as well as a successful outcome of the peer interview is

met, the member will be reinstated with the CD(SA) designation.

ii. Cert.Dir reinstatement within 3 years of cancellation

Applicants for Cert.Dir status may be reinstated if they meet the entry criteria.


Annexure B: Code of Professional Conduct

DEFINITIONS

Board: means the Board of Directors of the IoDSA;

Code: means the IoDSA’s Code of Professional Conduct, as

determined from time to time;

Conduct: means, without derogating from the generality of the

term, an act(s) or omission(s) by a Member;

IoDSA: means the Institute of Directors in South Africa NPC;

IoDSA’s Rules and Regulations: means the suite of rules, policies, regulations and

similar documentation established under or through

IoDSA’s Memorandum of Incorporation or through a

decision of the IoDSA’s Board or executive and shall

include, but not be limited to, regulations relating to

membership, professional designations or

certifications, Member conduct and disciplinary

procedures, continuing professional development and

the like, as determined from time to time;

Member: means a Member of the IoDSA, irrespective of their

category of membership, affiliation or professional

designation or certification, but excludes Alumni

members;

Member in good standing: means a member that has met all the obligations for

membership renewal;

Misconduct means any act or omission, whether intentional or

unintentional, which are contrary to one or more of


the provisions of the Code or IoDSA Rules and

Regulations, as determined from time to time;

Organisation:

means, without derogating from the generality of the

term, the organisation(s) irrespective of the juristic

form, to which the Member owns or is appointed,

assigned, employed or contracted from time to time;

Profession: means the profession of a “director” or “governing

body member” (as defined in the Companies Act of

2008 or King IVTM report) or similar role within an

organisation, irrespective of the actual designation

of such role.

INTRODUCTION

The IoDSA’s Code provides a proactive approach to promoting sound governance and

responsible conduct by Members of the IoDSA who, through their membership of the IoDSA,

have undertaken to perform their role and execute their responsibilities in an ethical and

professional manner, as provided for in the Code.

This Code is a dynamic document, and it is anticipated that as the IoDSA advances as an

organisation, and as directorship as a profession develops further, that this Code will also be

revised and updated in response to such developments.

SCOPE AND APPLICATION

This Code applies to Members of the IoDSA, as defined, by virtue of their membership to the

IoDSA, and breaches of the Code will be managed in accordance with the IoDSA’s Disciplinary

Regulations as determined by the IoDSA Board, from time to time.

STRUCTURE OF THE CODE

The Code comprises:

Ethical principles:


The Code defines six ethical principles providing Members with guidance for values-

based decision-making and conduct. These ethical principles are an important reference

point for Members and should form the basis for the ethical and effective performance of

their day to day conduct within the execution of their roles and responsibilities.

Conduct principles:

In accordance with established and trusted global governance standards, the Code

provides conduct principles to inform Members’ performance of their role in three key

areas. These principles embody the responsibilities and obligations that Members commit

to:

towards their Organisation(s);

towards the Profession; and

towards the IoDSA.

The content of the Code avoids strict specificity so as to prevent inadvertent limitation of the

application of the ethical and conduct principles contained therein. In interpreting the Code,

both the ethical and conduct principles must be applied to advance and promote the spirit and

letter of the Code.

ETHICAL PRINCIPLES (ICRAFT)

1. Integrity

A Member shall perform their role and execute their day to day responsibilities in an open

and honest manner and will avoid conflicts of interest, and where conflict cannot be

avoided, declare and manage it in a candid manner.

A Member shall not engage in any unlawful or unethical activity or be a party to any

transaction or relationship which bring themselves, their organisation(s), the Profession or

the IoDSA and/or its members into disrepute.

2. Competence

A Member shall attain and maintain an appropriate level of knowledge and skill to enable

themselves to effectively execute their role and responsibilities.


A Member shall continually improve upon their proficiency and effectiveness so as to the

benefit their Organisation(s), its stakeholders and the Profession as a whole.

3. Responsibility

A Member shall act with due care, skill and diligence in the performance of their role and

the execution of their responsibilities and will be accountable for their actions and

decisions.

A Member shall be diligent in the performance of their role and the execution of their

responsibilities, devote sufficient time and consideration to their duties and contribute

effectively to their Organisation(s).

Members will not accept more appointments than they can reasonably and effectively

manage.

4. Accountability

A Member shall remain accountable at all times for their role and the execution of their

responsibilities, even when these were delegated.

5. Fairness

A Member shall act with the independence of mind, based on fair, rational and objective

criteria, in the execution of their role and responsibilities and shall equitably consider the

legitimate and best interest of their Organisation(s) in decision-making and strategy.

6. Transparency

A Member shall commit to being appropriately transparent in the manner in which they

exercise their governance roles and responsibilities.


CONDUCT PRINCIPLES

1. A Member’s responsibilities and obligations towards their Organisation(s):

In meeting their responsibilities and obligations towards their Organisation(s), a Member

shall:

(a) at all times act with integrity in the performance of their role and the execution of their

responsibilities;

(b) use their best endeavours to ensure that the legitimate interests of the Organisation’s

stakeholders receive due and proper consideration in the decision-making, strategy

and actions of the Organisation(s);

(c) use their best endeavours to ensure that they and their Organisation(s) abide by, and

comply with, both the spirit and the letter of laws, regulations and codes of best

practice relevant to their office and their Organisation(s) and that they and their

Organisation(s) act ethically beyond mere legal compliance;

(d) exercise prudent, fair and reasonable judgement in the evaluation of risk and

opportunity pertaining to their Organisation(s), and ensure that they make informed

decisions based on sound reasoning;

(e) avoid actual or perceived conflicts of interest, and where conflict cannot be avoided,

ensure that it is managed in an appropriate manner;

(f) be honest and transparent in all decisions and communications and adopt a

stakeholder-inclusive approach to organisational decision-making;

(g) promote and advance an ethical organisational culture within, and responsible

corporate citizenship approach for and on behalf of, their Organisation(s);

(h) use their best endeavours to ensure that their Organisation’s reporting and

communication with its stakeholders is timely, accurate and complete;

(i) while balancing the need for transparency with considerations of confidentiality,

ensure that they at all times only use confidential information for a legitimate purpose,

during and after their engagement with the Organisation(s); and

(j) devote sufficient time and consideration to their duties, and ensure that they contribute

effectively to their Organisation(s) by not accepting more appointments than they can

reasonably manage effectively.

2. A Member’s responsibilities and obligations towards the Profession:

In meeting their responsibilities and obligations towards the Profession, a Member shall:

(a) observe both the letter and the spirit of the Code so as to promote and advance the

Profession in South Africa;

(b) endeavour to promote and advance the professionalisation of directorship in South

Africa, in support of the growth and development of the Profession as a whole;

(c) not engage in conduct that adversely reflects on the reputation and integrity of the

Profession;

(d) endeavour to report, and do so in good faith and in the manner prescribed by the


IoDSA Rules and Regulations, known or suspected misconduct of another Member;

and

(e) ensure their ongoing compliance with applicable laws and regulatory requirements and not conduct themselves or their affairs in a manner that may give rise to a civil judgment, regulatory action, provisional or final sequestration, removal from an office of trust or a criminal conviction.

3. A Member’s responsibilities and obligations towards the IoDSA:

In meeting their responsibilities and obligations towards the IoDSA, a Member shall:

(a) abide by, and comply with, all IoDSA Rules and Regulations, as determined from time

to time;

(b) when they are also members, affiliates or associates of another organisation, institute,

regulatory or controlling body, or association, ensure adherence to such entities’ rules,

regulations and codes, and inform the IoDSA, at the earliest possible time, of any

administrative, punitive or disciplinary action taken against them by such an entity;

(c) comply with the IoDSA requirements for using the IoDSA’s intellectual property and

applying its member designations and post-nominal;

(d) not engage, or incite or encourage others to engage, in conduct that adversely reflects

on the reputation of the IoDSA or which brings the IoDSA and/or its members into

disrepute;

(e) not directly or indirectly disrupt or discredit, or incite or encourage others to disrupt or

discredit, the IoDSA in its activities and initiatives to promote and advance the

Profession and/or good corporate governance in South Africa; and

(f) not misstate any authority to represent the IoDSA or conduct themselves in a manner

so as to lead others to believe that they are representing the IoDSA in an official

capacity or as an agent, unless they have been duly authorised to do so by an

authorised representative of the IoDSA.

Declaration

By my signature hereto, I declare my commitment to uphold the principles and standards of conduct outlined in this Code for Professional Conduct for IoDSA members. I understand that should I not adhere to the standards set out herein, I may face review and sanction by the Certification Committee or IoDSA disciplinary panel.

NAME OF CANDIDATE

ID NO.

SIGNATURE

Date:


Annexure C: Application for Exemption: Financial

insights for non-financial Directors

Financial insights for non-financial directors is one of the modules included in the

Certified Director learning pathway and part of Part 1 of the Certified Director

assessment process

Delegates can apply for exemption from the finance programme and MCQ module which will

be reviewed by the IoDSA on a case by case basis.

In order to apply for exemption from the financial module you would need to have one of the

following:

Financial designation (CA(SA) or experience - the delegate currently works in a senior

financial role)

or

Financial qualification (the delegate has completed a qualification at NQF level 6 or

higher that includes a finance module)

If you meet the above-mentioned criteria, please complete the application below and send

the completed form along with the proof of your qualification/designation to

[email protected].

Name:

Surname:

Organisation:

Reason for exemption

(a short motivation as to why you

qualify for an exemption):

Description of the document

attached (proof of

designation/qualification):

*I confirm that the information provided above in this document, substantiating

my request for the finance exemption is both true and correct and binding on

my conscience.

Signed: ________________________ Date: _______________________



Annexure D: Application for Exemption:

Governance of Ethics

Governance of Ethics is one of the modules included in the Certified Director

learning pathway and part of Part 1 of the Certified Director assessment

process.

Delegates can apply for exemption from the Ethics programme and MCQ

module which will be reviewed by the IoDSA on a case by case basis.

In order to apply for exemption from the Ethics module you would need to have

the following:

Completed the Ethics Officer Certification Programme (EOCP) through

The Ethics Institute

If you meet the above-mentioned criteria, please complete the application

below and send the completed form to [email protected]

Name:

Surname:

Organisation:

Unique EO number issued by

The Ethics Institute:

Attach the certificate issued by

TEI.

*I confirm that the information provided above in this document, substantiating

my request for the Governance of Ethics exemption is both true and correct and

binding on my conscience.

Signed: _______________________________ Date:

_________________________



Annexure E: Application for Exemption from Being a Director Part 5 – Board Readiness

Being a Director Part 5 is a board simulation aimed at providing aspiring

directors with an opportunity to experience a board meeting.

There are delegates who already have board experience who would like to apply

for exemption from this module of Certified Director Part 1: Training and MCQs.

Exemption from this module can be awarded to delegates who meet the following

requirements:

You have at least 12 months’ experience as a director on the board of an

organisation of substance

Evidence is provided that you are appointed as a director

Evidence is provided that you have served for 1 year or more

Evidence is provided that the company is an organisation of substance (complete

Section B of the form)

Evidence that you have attended 2 or meetings of the board in the past year.

If you meet these requirements, then please complete the details below and send the

completed form, along with the proof of your designation to [email protected].



Section A: Personal Information and Declaration

Name:

Surname:

IoDSA membership no.

I have 1 or more years’ experience as a director on a board

of a company of substance Yes No

I attach proof of my appointment to the board Yes No

I attach proof that I have served on the board as director for

1 year or more Yes No

The company is an organisation of substance (see Section

B) Yes No

I attach proof that I have attended at least 2 of the board

meetings in the past year Yes No

I confirm that the information provided above in this document, substantiating my request for

the exemption from Being a Director Part 5 is both true and correct and binding on my

conscience.

Signed: Date:


Section B: Organisation of Substance Information

Name of organisation

Criteria Yes / No

The organisation has founding documents and board/committee

charters which govern how the board/committee operate (please

supply these document(s))

Annual report or annual integrated report published

Audited annually

The governing body is established and meets at least 4 times a

year

Board Committees meet at least 2 times a year

The organisation has the following board committees:

Audit and risk

Human resource or Remuneration committee

Nominations committee

Social and ethics committee

Other board committees that fulfil similar functions

The organisation has a majority of non-executives directors on the

governing body (give ratio)

The organisation has appointed a company secretary or

governance professional advising the board (please provide name

and contact details)

The organisation has shareholders or members (if applicable to

the type of organisation)

The organisation holds an annual general meeting (AGM) or

annual shareholder or stakeholder meeting (if applicable to the

type of organisation)

This is/is not an organisation of substance Yes No


Annexure F: Certified Director Checklist – Part 1:

Training and MCQ

Programme Name Description Completed

(Yes/No)

Being a Director Part 1 Training (1 day)

Online MCQ’s: Being a Director Part 1 Online MCQ’s







Being a Director Part 5 (there is no MCQ for this

module)

Training (1 day)

Governance of Ethics* Training (1/2 day)

Online MCQ’s: Governance of Ethics* Online MCQ’s

Financial insights for non-financial directors* Training (1 day)

Online MCQ’s: Financial insights for non-

financial directors*

Online MCQ’s


Annexure G: Certified Director pathway programmes Part 1: Training and MCQs - Outline of the Director Development

programmes

Programme Overview Key Focus Area Duration

Being a Director

Part 1: An

introduction to

Corporate

Governance

This one day programme is

aimed at equipping aspiring and

new governing body members

with an overview of the

principles and concepts

underpinning corporate

governance.

Overview and evolution of corporate

governance

Corporate Governance and Ethics

The business case for corporate

governance

Governance models

Governance frameworks

Governing body members and their duties

Other key governance role players

One full day

(09h00-

16h00)

Being a Director

Part 2: The

governing body’s

role in ethics,

strategy &

performance and

integrated

reporting




with an understanding of their

role in Ethics, Strategy &

Performance and Integrated

Reporting.

Ethics

Leadership, ethics and corporate

citizenship

Stakeholder inclusivity

Strategy and Performance

Considerations, drivers and process

Link to sustainable development

Business case for sustainability

Engagement on and implementation of

strategy

Integrated Reporting

Link to sustainability reporting and GRI

reporting

Benefits of <IR>

Content elements

Capitals and value creation

One full day

(09h00-

16h00)

Being a Director

Part 3:

The governing

body’s role in risk,

compliance,

technology &

information and

assurance




with an understanding of their

role in Risk, Compliance,

Technology & Information and

Assurance.

Risk

Understanding the board’s role in Risk

Risk appetite and tolerance

Risk role players

Evolution of risk

Risk management process

Compliance

Understanding the board’s role in

Compliance

One full day

(09h00-

16h00)



Technology & information

Understanding the board’s role in

Technology & Information

Assurance

Understanding the board’s role in Assurance

Being a Director

Part 4:

Increasing

governing body

effectiveness and

adding value




with the knowledge of how

effective governing bodies

should operate.

Governing body effectiveness

Composition of governing bodies

Remuneration of members of governing

bodies

Meeting procedures

Committees of the governing body

Evaluation of the governing body

Delegation to management

One full day

(09h00-

16h00)

Being a Director

Part 5:

Boardroom theory

into practice

This one-day board simulation

is aimed at equipping

prospective and newly

appointed directors for board

meetings and challenges that

may be faced within the

boardroom. The simulation will

demonstrate the application of

learnings from Being a Director

Part 1-4.

Key issues that directors need to identify in

board meetings

Verbal and non-verbal communication in

board meetings

Ethical behaviour

Financial skills

Findings and reflection on running effective

board meetings

Application of basic governance practices

One full day

(09h00-

14h00)

Governance of

Ethics*

(in collaboration

with The Ethics

Institute)

This half-day programme is


new directors with the

knowledge on the

importance of good

governance. A company’s

ethics strategy will be explored,

there will also be a focus on

implementing ethical standards.

The role of leadership in governing ethics

performance

Ethics governance structures

Aspects of effective ethics management

Ethics risk assessment

Ethics strategy

Codes and policies

Internal and external ethics reporting

Being ethical "when nobody is looking”

Half-day

(09h00-

12h30)

Financial insights

for non-financial

directors*

This session is designed to

assist directors that do not have

a financial background to a

well-grounded understanding of

the financial concepts that

underpin the preparation and

our responsibility as a director with regard

to the financial statements

The conceptual framework -

* Objectives

* Assumptions

* Characteristics

One full day

(09h00-

16h00)

https://www.tei.org.za/

https://www.tei.org.za/



presentation of financial

statements. The session

specifically focuses on

analysing and interpreting the

financial information presented

to directors, and the financial

statements in particular, in

order to assess the company’s

financial position, performance

and cash flow.

This session is not designed for

delegates with in-depth financial

qualifications or experience.

* Elements of financial statements

Understanding the various components of

financial statements, namely the income

statement, balance sheet, cash flow

statement accounting policy and other

notes

The requirements of certain accounting

standards that directors should be aware of

Ratio analysis - who is to relate the various

components of the financial statements

with each other

Interpretation of financial ratios through a

case study

Online Multiple

Choice Questions

(MCQ’s)

Online MCQ’s for the following

modules will be available for

completion:

Module 1: Being a

Director Part 1

Module 2: Being a

Director Part 2

Module 3: Being a

Director Part 3

Module 4: Being a

Director Part 4

Module 5:

Governance of

Ethics*

Module 6: Financial

insights for non-

financial directors*

These modules will assess your

knowledge gained through the

face to face programmes

attended.

More details:

The MCQ’s are completed online, once the

module has been paid for the delegate will

receive their login details to complete the MCQ’s

via the online portal.

MCQ’s can be accessed through the internet

from any location.

A pass rate of 70% is required in order to

obtain your certificate of completion for

each module.

Estimated at

1 hour per

module


Annexure H: Certified Director Annual CPD Declaration

Name

IoDSA Membership no.

Email

A Cert.Dir is required to comply with the IoDSA Cert.Dir CPD requirements for the applicable time period. This requires that the designee:

Completed 30 CPD hours per year in any of the following categories (limitations per category may apply):

o Professional work-based activities o New director mentoring o Personal activities outside work o Courses, seminars and conferences o Self-directed learning activities

It is important to note that all documentation verifying participation in the CPD activities be kept on record by the individual, as the IoDSA may request these documents as part of the monitoring process.

Declaration (tick appropriate box)

I hereby declare that I have complied with the Cert.Dir CPD requirements for the period under review.

I declare I have not complied with the Cert.Dir CPD requirements for the period under review and hereby wish to apply for deferral of CPD requirements as per the IoDSA CPD policy.

The signed declaration must be submitted to Director Certification by 31 March each year at [email protected].

Signed: ________________________________________

Date: ________________________________________



Annexure I: CD(SA) vs Certified Director – What is the

difference?


Annexure J: Director Competency Framework™

The competency profile for Directors is made up of the values, knowledge, skills and

experience that a director draws on when fulfilling their roles and responsibilities as part of a

board, performing their duties as direction giver and applying their knowledge of the

legislative, business and ethical environment when making decisions. The effective

combination of knowledge, skills and experience underpinned by values is what defines the

behaviour of a director as competent.

A qualifying Chartered Director (SA) will have demonstrated the following competencies:

Contribute to and function as a board member within the appropriate governance

structures and cognisant of the position of trust

Lead the organisation effectively and ethically in the long-term interest of all its

stakeholders

Act as a director within the confines of the law

Contribute meaningfully and effectively to strategy - setting and implementation

thereof

Serve as an effective audit committee member and/or to relate the functions of the

board to that of the audit committee

Act in a manner that demonstrates an understanding of the responsibilities of various

assurance providers and how these are leveraged to contribute to the working of the

board and its accountability to stakeholders

Interrogate financial statements and to conclude on the financial performance of the

organisation

Oversee a variety of management activities at board level, including risk

management policy formation and oversight of implementation thereof, IT policy


formation and oversight of implementation thereof, compliance management policy

formation and oversight of implementation thereof, stakeholder policy formation and

oversight of implementation thereof, integrated reporting, the management of ethics

within the organisation and, remuneration policy and its implementation

Respond to business challenges in a creative and constructive manner

Gather and analyse information in decision-making by applying logical thinking

Act in a manner that demonstrates self-knowledge and self-awareness

Manage self in a manner that contributes to the activities of the board

Adapt to environmental needs

Interact with fellow board members and management in a manner that is beneficial to

the organisation

KNOWLEDGE AND SKILL

In order for a director to perform his or her role in a professional manner, he or she will need

to possess the appropriate set of functional, personal and social competencies required of a

director – in short, professional skills. The knowledge and skills underpinning these

competencies are described in the table below:

FUNCTIONAL COMPETENCIES

COMPETENCE KNOWLEDGE &

SKILL

ELEMENTS/

COMPONENTS

FC1 Contribute to and function as a

board member within the

appropriate governance structures

and cognisant of a position of trust

Corporate Governance Corporate Governance Development

and Evolution; Theories; Purpose and

Benefits; Application; Linkage With

Law; Independence and Conflicts;

Governance Structures (Board, Board

Committees, Company Secretary,

Shareholders, Group Companies) and

Delegation Frameworks; Responsible

Investing

FC2 Lead the organisation effectively

and ethically in the long-term

interest of all its stakeholders

Ethical governance Leadership and Corporate Citizenship;

Ethical Values Underpinning Corporate

Governance (Responsibility,

Accountability, Fairness,

Transparency); Moral Duties

(Conscience, Commitment, Inclusivity

Of Stakeholders, Courage,

Competence); Sustainability;

Stakeholder Inclusivity.

http://en.wikipedia.org/wiki/Logical_thinking




SKILL

ELEMENTS/

COMPONENTS

FC3 Act as a director within the confines

of the law

Directors’ legal duties Common-Law, Legislation, Including

Companies Act, Competition Act and

Other Related Legislation and Codes.

FC4 Contribute meaningfully and

effectively to strategy - setting and

implementation thereof

Strategy Business Models and Value Creation;

Strategic Risks and Opportunities;

Considerations of Wider Environment

including Stakeholder Expectations;

Impact of Strategy on Society and

Natural Environment.

FC5 Oversee the management of ethics

within the organisation

Governance of ethics

management

Ethics Risk and Opportunity Profile;

Policies; Risk Management;

Monitoring; Reward; Disclosure.

FC6 Oversee remuneration policy and its

implementation

Remuneration oversight Role of Remuneration Committees;

Components of Remuneration; Linkage

with Performance; Ethical Dimension

of Remuneration; Policy;

Measurement; Reporting;

Shareholders’ Say on Pay.

FC7 Oversee the functioning of the Audit

Committee as it relates to the

oversight and strategic role of the

board

Audit Committees' duties and

functioning

Legal Requirements for Audit

Committees, King III Requirements,

Skills, Role in Relation to Other Board

Committees – Especially Risk,

Sustainability and Social and Ethics

Committees; Oversight of External

Audit, Internal Audit and Finance

Function; Disclosure.

FC8 Act in a manner that demonstrates

understanding of the responsibilities

of various assurance providers and

how these are leveraged to

contribute to the working of the

board and its accountability to

stakeholders

Combined Assurance model External Audit, Management

Reporting; Internal Audit and Internal

Controls; Risk Management

Framework.

FC9 Interrogate financial statements in

order to conclude on financial

performance of organisation

Financial literacy Interpretation and sound working

knowledge of financial requirements

and information

FC10 Oversee risk management policy

formation and oversight of


Risk governance System and Process of Risk

Management, Risk Tolerance and

Appetite; Role of Risk Committee;

Implementation and Monitoring of Risk

Management Plan; Risk Assessments;

Risk Responses; Assurance; and,

Disclosure.




SKILL

ELEMENTS/

COMPONENTS

FC11 Oversee IT policy formation and

oversight of implementation thereof

IT governance IT Charters and Policies; IT

Governance Framework; IT Risks –

Investment and Expenditure,

Protection of Information Assets;

Assurance; Disclosure.

FC12 Oversee compliance management

policy formation and oversight of


Compliance governance Compliance Universe; Compliance

Framework and Process; Integration

into Risk Process.

FC13 Oversee stakeholder policy

formation and oversight of


Stakeholder relations’

governance

Reputational Risk; Identification of

Stakeholders; Stakeholder Inclusivity;

Engagement with Stakeholders;

Alternate Dispute Resolution (ADR)

FC14 Oversee integrated reporting Integrated reporting Nature of Integrated Reporting;

Frameworks and Principles; Assurance

FC15 Respond to business challenges in

a creative and constructive manner

Business Judgment Anticipation of risks; Dealing with

Risks; Recognition of Business

Opportunity; Anticipating Competitor

Action; Setting Priorities and Resource

Support

FC16 Gather and analyse information in

decision-making by applying logical

thinking

Analytical skills Systems Thinking; Organizational

Knowledge; Problem Identification;

Problem Analysis and Solving

PERSONAL COMPETENCIES


SKILL

ELEMENTS /

COMPONENTS

PC1 Act in a manner that

demonstrates self-knowledge

and self-awareness

Self-awareness Emotional Self-awareness; Knowing

Strengths and Limitations; Self-

Confidence

PC2 Manage self in a manner that

contributes to the activities of the

board

Self-management Emotional self-control; Transparency

Adaptability; Achievement; Positive

Demeanor

http://en.wikipedia.org/wiki/Systems_thinking


SOCIAL COMPETENCIES


SKILL

ELEMENTS/

COMPONENTS

SC1 Adapt to environmental needs Social awareness Understanding others' perspectives

and taking an active interest in their

concerns; Reading the currents,

decision networks and politics at the

organisational level; recognising and

meeting staff, client and member

needs

SC2 Interact with fellow board

members and management in a

manner that is beneficial to the

organisation

Relationship management Inspirational leadership; Influence and

persuasion; Developing others;

Change catalyst; Conflict

Management; Building relationships;

Teamwork and collaboration

FUNDAMENTAL VALUES

These competencies are underpinned by 5 fundamental values, namely:

Conscience: A director should act with intellectual honesty and independence of mind in the

best interests of the organisation and all its stakeholders, in accordance with the inclusive

stakeholder approach to corporate governance. Conflicts of interest should be avoided.

Inclusivity of stakeholders is essential to achieving sustainability and the legitimate interests

and expectations of stakeholders must be taken into account in decision-making and

strategy.

Competence: A director should have the knowledge and skills required for governing an

organisation effectively. This competence should be continually developed.

Commitment: A director should be diligent in performing his duties and devote sufficient

time to organisation affairs. Ensuring organisation performance and compliance requires

unwavering dedication and appropriate effort.

Courage: A director should have the courage to take the risks associated with directing and

controlling a successful, sustainable enterprise, and also the courage to act with integrity in

all board decisions and activities.


Annexure K: CD(SA)® Skills Gap Analysis

Introduction

The Director Competency Framework™ is the standard used by the IoDSA to

define a competent director. The aim of this document is to provide the individual

with a tool that will assist you in identifying areas of development. This also

enables you to craft your Personal Development Plan.

The tool

This tool will assist you in gaining insight into the areas that still need

development. This could include training, mentoring, experience or reading up

on specific issues.

The analysis is presented using the following elements:

Competence

A description of the elements within the competence

Statements relating to the types of knowledge, skill or insight related to the

competence

Rating of yourself against each statement

The ratings include:

Mastery – you have mastered this competence and do not require

additional development

Proficient – you have the knowledge and some experience of application,

but do not yet feel you have mastered this competence and need additional

development in this area

Satisfactory – you have sufficient knowledge and are gaining experience,

but feel that you need additional development and experience in order to

master this competence

Improvement needed – you realize that you need additional training,

mentoring, experience and or reading up in this specific area

The Director Competency Framework is made up of Functional, Social and

Personal Competencies. By working through each section you will gain insight

into which areas need attention and, then, the specific types of development that

are required.

M = Mastery / P = Proficient / S = Satisfactory / I = Improvement needed


Functional Competence

COMPETENCE ELEMENTS/

COMPONENTS Statement M P S I

FC1 Contribute to and

function as a

board member

within the

appropriate

governance

structures and

cognisant of a

position of trust

Corporate Governance

Development and

Evolution; Theories;

Purpose and Benefits;

Application; Linkage

With Law;

Independence and

Conflicts; Governance

Structures (Board,

Board Committees,

Company Secretary,

Shareholders, Group

Companies) and

Delegation

Frameworks;

Responsible Investing

Define corporate governance

Understand the codes and legislation supporting corporate governance in the business, sector or

industry

Provide an overview of how corporate governance emerged as a practice

My practices reflect a deep understanding of corporate governance

Understand the roles and responsibilities of the different corporate governance structures

Describe myself as a competent and experienced director

Contribute and participate actively in board meetings

FC2 Lead the

company

effectively and

ethically in the

long-term interest

of all its

stakeholders

Leadership and

Corporate Citizenship;

Ethical Values

Underpinning

Corporate Governance

(Responsibility,

Accountability,

Fairness,

Transparency); Moral

Duties (Conscience,

Identify and describe the stakeholders of my industry or sector

Describe corporate citizenship

Provide evidence of being a good corporate citizen

Live the values underpinning corporate governance

Describe ethics and how it applies to my role as a director





Commitment, Inclusivity

Of Stakeholders,

Courage,

Competence);

Sustainability;

Stakeholder Inclusivity.

Lead ethically and consistently as a director

FC3 Act as a director

within the

confines of the

law

Common-Law,

Legislation, Including

Companies Act,

Competition Act and

Other Related

Legislation and Codes.

Understand and identify the legislation governing my industry or sector

Compliant with the legislation applicable as a director in my sector or industry

FC4 Contribute

meaningfully and

effectively to

strategy - setting

and

implementation

thereof

Business Models and

Value Creation;

Strategic Risks and

Opportunities;

Considerations of

Wider Environment

including Stakeholder

Expectations; Impact of

Strategy on Society and

Natural Environment.

Define strategy, strategic risks and opportunities

Differentiate between oversight and management

Define the impact of strategy on society and the natural environment

FC5 Oversee the

management of

ethics within the

company

Ethics Risk and

Opportunity Profile;

Policies; Risk

Management;

Describe ethics in the context of the business, sector or industry

Identify and describe ethics risks and opportunity profile of the business

Discuss risk management and provide evidence of how it is applied in the business

Discuss the rewards system in the business

Describe disclosure and how it applies to the business, sector or industry





Monitoring; Reward;

Disclosure.

FC6 Oversee

remuneration

policy and its

implementation

Role of Remuneration

Committees;

Components of

Remuneration; Linkage

with Performance;

Ethical Dimension of

Remuneration; Policy;

Measurement;

Reporting;

Shareholders’ Say on

Pay.

Describe the roles and responsibilities of remuneration committees

Identify and describe different components of remuneration

Link performance to remuneration in the business

Discuss the ethical dimension of remuneration

Discuss the reporting of remuneration and related policies within the business

Describe the shareholder’s say on pay in the business, sector or industry

FC7 Serve as an

effective audit

committee

member and/ or

to relate the

functions of the

board to that of

the audit

committee

Legal Requirements for

Audit Committees, King

III Requirements, Skills,

Role in Relation to

Other Board

Committees –

Especially Risk,

Sustainability and

Social and Ethics

Committees; Oversight

of External Audit,

Internal Audit and

Finance Function;

Disclosure.

Describe the roles and responsibilities of audit committees and the members

Describe reporting and accountability of the audit committee to the board

Describe oversight of external audit, internal audit and finance function

Describe disclosure and how it applies to the business, sector or industry





FC8 Act in a manner

that demonstrates

an understanding

of the

responsibilities of

various

assurance

providers and

how these are

leveraged to

contribute to the

working of the

board and its

accountability to

stakeholders

External Audit,

Management

Reporting; Internal

Audit and Internal

Controls; Risk

Management

Framework.

Describe combined assurance

Describe the roles and responsibilities of external audit, internal audit and management reporting

in combined assurance

Describe internal controls used by the business

Describe how combined assurance is applied in the business, sector or industry

Describe role of combined assurance in accountability to stakeholders

Describe the risk management framework of the business

FC9 Interrogate

financial

statements and to

conclude on the

financial

performance of

the company

Interpretation and

sound working

knowledge of financial

requirements and

information

Critically analyse and interpret financial statements

Monitor performance based on insights gained from financial statements and reports

Contribute to decision making based on the financial statements of the business

Discuss financial requirements

Identify financial information required to make informed decisions

FC10 Oversee risk

management

policy formation

and oversight of

implementation

thereof

System and Process of

Risk Management, Risk

Tolerance and Appetite;

Role of Risk

Committee;

Implementation and

Describe risk management systems and process

Differentiate between risk tolerance and appetite

Identify and explain how the business implements and monitors the risk management plan

Use risk assessments and risk responses to inform decision making

Describe role of risk assurance and disclosure





Monitoring of Risk

Management Plan; Risk

Assessments; Risk

Responses; Assurance;

and, Disclosure.

FC11 Oversee IT policy

formation and

oversight of

implementation

thereof

IT Charters and

Policies; IT Governance

Framework; IT Risks –

Investment and

Expenditure, Protection

of Information Assets;

Assurance; Disclosure.

Describe the role of the board in developing IT policy

Describe the role of the board in overseeing the implementation of the IT policy

Describe IT charters and policies

Identify IT Risks including investment and expenditure, protection of information assets

Describe IT assurance and disclosure

FC12 Oversee

compliance

management

policy formation

and oversight of

implementation

thereof

Compliance Universe;

Compliance Framework

and Process;

Integration into Risk

Process.

Describe the role of the board in developing compliance management policy

Describe the role of the board in overseeing the implementation of the compliance management

policy

Describe the compliance universe of the business, sector or industry

Relationship between compliance and risk in the business

FC13 Oversee

stakeholder policy

formation and

oversight of

implementation

thereof

Reputational Risk;

Identification of

Stakeholders;

Stakeholder Inclusivity;

Engagement with

Stakeholders; Alternate

Describe the oversight role of the board in implementation of stakeholder management

Describe reputational risk

Identify stakeholders of the business

Describe stakeholder inclusivity

Discuss how the business engages with stakeholders

Describe alternate dispute resolution (ADR) of the business





Dispute Resolution

(ADR)

FC14 Oversee

integrated

reporting

Nature of Integrated

Reporting; Frameworks

and Principles;

Assurance

Describe integrated reporting

Describe the implementation of integrated reporting in the business using frameworks and

principles

Describe importance and role of assurance in integrated reporting

FC15 Respond to

business

challenges in a

creative and

constructive

manner

Anticipation of risks;

Dealing with Risks;

Recognition of

Business Opportunity;

Anticipating Competitor

Action; Setting Priorities

and Resource Support

Describe how the business anticipates and deals with risks and opportunities

Describe how the business anticipates competitor action and performs competitor analysis

Describe how the business sets priorities and provides resources to support use of

opportunities/addressing of risks

FC16 Gather and

analyse

information in

decision-making

by applying

logical thinking

Systems Thinking;

Organizational

Knowledge; Problem

Identification; Problem

Analysis and Solving

Describe concepts and mechanisms that support the analysis of information for decision making,

including systems thinking, organisational knowledge, problem identification, problem analysis

and solving

http://en.wikipedia.org/wiki/Systems_thinking



Personal Competence


COMPONENTS Questions M P S I

PC1 Act in a manner

that demonstrates

self-knowledge

and self-

awareness

Emotional Self-

awareness; Knowing

Strengths and

Limitations; Self-

Confidence

Completed an independent personality profile identifying my strengths and weaknesses in the

past 5 years

Act in a manner that demonstrates self-knowledge and self-awareness

PC2 Manage self in a

manner that

contributes to the

activities of the

board

Emotional self-control;

Transparency

Adaptability;

Achievement; Positive

Demeanor

Demonstrate self-management through emotional self-control, transparency, adaptability,

personal achievement and positive demeanor

Social Competence


COMPONENTS

Questions M P S I

SC1 Adapt to

environmental

needs

Understanding others'

perspectives and taking

an active interest in

their concerns; Reading

the currents, decision

networks and politics at

the organisational level;

recognising and

meeting staff, client and

member needs

Describe the macro-, meso- and micro environment

Understand the perspectives of others

Take active interest in concerns of others’

Up to date on current issues affecting the business, sector or industry

Understand the influence of decision networks and politics on the business, sector or industry

Recognizing and meeting staff, client and member needs

SC2 Understand my role in inspirational leadership, influence and persuasion




COMPONENTS

Questions M P S I

Interact with

fellow board

members and

management in a

manner that is

beneficial to the

company

Inspirational leadership;

Influence and

persuasion; Developing

others; Change catalyst;

Conflict Management;

Building relationships;

Teamwork and

collaboration

Develop others

Act as a change catalyst

Manage conflicts – within the board and, when appropriate, within the business

Build relationships amongst the board through teamwork and collaboration


Skills Gap Analysis: Summary of results

Name of Candidate

Competence M P S I Competence M P S I

FC1 FC9

FC2 FC10

FC3 FC11

FC4 FC12

FC5 FC13

FC6 FC14

FC7 FC15

FC8 FC16

Total Total

Competence M P S I Competence M P S I

PC 1 SC 1

PC 2 SC 2

Total Total

If any of your ratings were “S” or “I”, then we suggest the following training at the IoDSA:

Being a Director Part 1 FC1, FC2, FC3, FC8, FC12, FC15, FC16

Being a Director Part 2 FC2, FC4, FC9, FC12, FC13, FC14, FC15, FC16

Being a Director Part 3 FC8, FC10, FC12, FC15, FC16

Being a Director Part 4 FC8, FC8, FC12, FC15, FC16

Being a Director Part 5 All competencies, excluding FC 11 and FC 14, applied through a

simulation

Finance FC9

Governance of Ethics FC5, FC2

Please note: Social and Personal Competencies are developed through soft skills training and

experience as director. These are not specific content areas addressed through DD training.


Director Development programmes aligned to the Director Competency Framework

Competence

Certified Director – Part 1: Training & MCQs

Other

BD

1

BD

2

BD

3

BD

4

BD

5

Fin

an

ce

Go

v o

f

Eth

ics

FC1 Contribute to and function as board member within the appropriate governance structures and

cognisant of position of trust

FC2 Lead the company effectively and ethically in the long-term interest of all its stakeholders

FC3 Act as director within the confines of the law

FC4 Contribute meaningfully and effectively to strategy - setting and implementation thereof

FC5 Oversee the management of ethics within the company

FC6 Oversee remuneration policy and its implementation Responsible

Remuneration

FC7 Serve as an effective audit committee member and/ or to relate the functions of the board to that of

the audit committee

Introduction to Audit

Committee

Effectiveness

FC8 Act in a manner that demonstrates understanding of the responsibilities of various assurance

providers

FC9 Interrogate financial statements and to conclude on financial performance of company

FC10 Oversee risk management policy formation and oversight of implementation thereof

FC11 Oversee IT policy formation and oversight of implementation thereof IT Governance

FC12 Oversee compliance management policy formation and oversight of implementation thereof

FC13 Oversee stakeholder policy formation and oversight of implementation thereof

FC14 Oversee integrated reporting


Competence

Certified Director – Part 1: Training & MCQs

Other

BD

1

BD

2

BD

3

BD

4

BD

5

Fin

an

ce

Go

v o

f

Eth

ics

FC15 Respond to business challenges in a creative and constructive manner

FC16 Gather and analyse information in decision-making by applying logical thinking

Please note: Social and Personal Competencies are developed through soft skills training and experience as director. These are not specific content

areas addressed through DD training.


Annexure L: Examination policy and procedure

1. EXAM

1.1 Pass mark

The candidate is required to achieve 50% in order to pass the examination.

The IoDSA Examination fee allows the candidate to write the examination twice within a period of 24

months, in the event of failure. A candidate who needs to write the examination a third time (or more)

will be required to pay an additional fee.

1.2 Language

The examination is only available in English and will not be translated into another language.

Responses should also be in English.

1.3 Time

Candidates should be seated at least 15 minutes before the examination start time. The examination

venue will be available 30 minutes before start time.

1.4 Articles allowed into the Exam Room

No learning material or notes will be allowed in the exam room. Candidates are required to provide

their own writing tools such as pens and/or computer. Candidates who have chosen to type the

examination answers are required to bring their own computer and power supply. The IoDSA will not

be held liable for any technical challenges with the computer, nor can an uninterrupted electricity

supply be guaranteed.

Candidates must have their cell phones switched off and packed away in their bags. No calls, no

matter the urgency, may be taken by the candidate. Candidates are welcome to provide the IoDSA

reception telephone number, 011 035 3000, if any emergency arises. The IoDSA staff will then

convey the message to the candidate.

1.5 Format of the exam

The Certified Director examination is a 3-hour, closed book paper and you need to ensure that you

are able to complete the examination within the time allowed.

IoDSA provides answer sheets and additional paper for rough work. Candidates are required to

ensure that they have two or three pens in case they run out of ink.

2. CANDIDATE REGISTRATION AND SUPPORT

2.1 Registration

Examination registration takes place online through the IoDSA website. Access to the registration is

protected via login details of the candidate.


IoDSA has the right to cancel any examination registration should the candidate applying for the said

exam not meet relevant criteria as required for the specific designation.

The examination fee is payable at the time of registration or before the registration closing date.

Registration closes one week prior to the examination and no registrations will be accepted after the

closing date.

2.2 Special access arrangements

Candidates who are physically disabled or impaired may request special access arrangements to

support them during the examination by applying at [email protected]. Medical evidence from

a registered medical practitioner will be required and must be submitted to the IoDSA at least 10

working days prior to the examination. The medical evidence must be current and should explain as

clearly as possible the particular difficulties that the candidate may encounter and the arrangements

that would help the candidate overcome them. The IoDSA will arrange special invigilators to deal

with the special needs. IoDSA allows an additional 15 minutes per hour for special needs candidates

and approval is at the discretion of the Director Certification Manager.

2.3 Writing methodology

Candidates are required to indicate their preference of typing or writing the examination before the

examination. Provision is then made for those candidates who have chosen to use their computers

during the examination to type the answers.

It is important to note that should there be a problem with the candidate’s computer during the

examination, the IoDSA cannot be held liable. Power plugs are provided at the venue. However,

should there be an electrical problem or load shedding, candidates might be required to complete

their exam paper on the hard copy answer sheets using handwriting.

2.4 Cancellation

Only written notice of cancellation of exam registration will be considered. Such notification should

reach the IoDSA at least 5 working days prior to the exam date. No refunds will be considered for

examination cancellations requested by the candidate

2.5 Deferral of registration to the next examination date

In the event where a candidate will not be able to write the exam registered for, the candidate may

apply, once off, in writing and not less than 8 working days prior to the exam, to have this registration

deferred tot the next examination opportunity. The candidate will be required to pay any difference in

the prescribed fee should the new examination opportunity carry a higher fee. And invoice for the

difference will be furnished to the candidate during the registration of the selected exam opportunity.

The registration for this deferred examination will be cancelled and any payments made forfeited if:

The additional invoice is not paid by the closing date of the deferred exam registration


The candidate does not write the deferred exam as scheduled unless a medical certificate is

submitted.

2.6 Invigilators

Two invigilators will be appointed for each examination to guide and oversee the examination writing

process. They have full authority to manage the exam, including the handling of suspected

irregularities actioned by candidates.

2.7 Candidate absenteeism

Candidates that are absent from the examination will be allowed to rewrite on the next exam session

provided that the IoDSA is given a Doctor’s note (if absent because of illness) or copy of the death

certificate if the cause of absenteeism is a death in the family. Work-related requirements are not

accepted as suitable reasons for not writing the exam on the scheduled time.

Explanations must be provided in writing to the IoDSA team at [email protected].

2.8 Extra time

The questions need to be answered within the allocated hours that are provided. Candidates who

run out of time will not be allowed additional time to complete the paper.

2.9 Inability to complete exam

Candidates that are not able to complete the examination – usually because they do not feel well –

must provide a letter signed by a registered medical practitioner, no later than two working days after

the Examination. The Director Certification manager will consider the application and make a

recommendation about the status of the examination based on the request. The outcome could be

that the candidate will be required to rewrite the examination. The outcome is at the discretion of the

Director Certification Manager.

Candidates who do not provide the necessary paper work will be marked as “fail” for the examination.

2.10 Confidentiality and security of IoDSA property

The exam paper remains the property of the IoDSA and must be handed back after the examination.

Receipt of candidate examination answer sheet is signed for by an invigilator. Candidates are only

identified by their ID or IoDSA membership number. No names may be appended to the examination

paper.



3. ASSESSMENT OF EXAMINATION PAPERS

3.1 Marking and Moderation

The assessment of the examination is managed by the IoDSA Certification Committee who may

delegate this responsibility to the Director Certification team. Assessors and moderators are

appointed prior to the exam. Assessors have three weeks to complete marking and candidates can

expect their results within five weeks from the writing of the exam.

The decision of the IoDSA Certification Committee is final and no discussion or correspondence will

be entered into.

3.2 Re-assessment process

Candidates may request a re-assessment of their scripts at a predetermined fee in the event they

failed the exam and is of the opinion that they should have passed. The application for the re-

assessment must be done within five working days of the release of the exam results. The results of

the re-assessment will be final. Should the candidate be dissatisfied with the re-assessed result, (s)he

may lodge an appeal.

3.3 Complaints and Appeal process

3.3.1 Complaints

Any invigilator, assessor, moderator or candidate can lay a complaint, ask a question about or

provide evidence pertaining to the implementation of the IoDSA examination policy, without fear of

disciplinary or unfair practices.

A complaint could relate to:

The examination (paper) itself

Administration of the examination

Assessment of the examination

Adherence to processes and procedures

Equality and impartiality of the examination process; and

The standard of service provided by IoDSA or its contractors during the examination process

A complaint must be lodged with the IoDSA Certification team (email to [email protected])

within 5 working days of the examination date. The complaint must be made in writing to the Senior

Manager: Director Certification at IoDSA. Besides personal and contact information, the complaint

must include the reasons for the complaint and must be signed and dated by the complainant.

The IoDSA Certification department must investigate the complaint and forward the complaint within

two working days from the receipt of the complaint to the relevant official and provide deadlines for

response to the complaint. When responding, within 5 working days of distribution of the complaint,

the official must include a written summary of all aspects of the case, a brief description of their


response and an explanation of the findings. The IoDSA Certification department will formally

respond to the complainant. Should any dispute arise from this process, the candidate can lodge an

appeal to the Executive Director: Certification and member services within 5 working days of receipt

of original response to the complaint.

3.3.2 Appeals

Candidates may appeal an original or re-assessment decision if:

Material circumstances related to the conduct of the examination existed that the examiners were

unaware of;

Candidates that have requested a re-assessment and who are not satisfied with the re-assessed

results;

Procedural irregularities occurred during the exam process, which was of such a nature causing

reasonable doubt as to whether the examiner would have reached the same conclusions had the

irregularities not occurred; or

There is evidence of prejudice, bias or inadequate assessment during the assessment process.

Candidates must provide the IoDSA Certification manager with a full written statement of appeal and

the grounds upon which it is based. Appeals must be made within 15 working days of the

examination date.

The IoDSA Certification department must investigate the appeal and forward the appeal within two

working days from the receipt of the appeal to the Executive: Certification and Member Services.

When responding, within 5 working days of distribution of the appeal, the Executive Director must

include written summary of all aspects of the case, a brief description of their response and an

explanation of the findings. The IoDSA Certification department will formally respond to the appellant.

Should the appellant be dissatisfied with the outcome of the appeal, the appeal can be escalated to

the IoDSA Certification Committee, whose decision on the matter will be final.

4. CANDIDATE MISCONDUCT

Misconduct by a candidate is defined as follows:

4.1 Cheating

Being in possession of or having used any secure examination materials prior to the examination

session;

Communicating with other candidates during the examination;

Giving or receiving assistance of any kind in answering an examination question during an

examination, including allowing one’s paper to be viewed by others or copying answers from another

candidate’s answer book/examination paper;


When using a computer/laptop to answer an exam, accessing any Wi-Fi or cellular network to gain

access to the internet;

Surfing the internet during the writing of the exam; and/or

Copying, plagiarizing or presenting work done by any other person as one’s own.

4.2 Other misconduct

Does anything that causes unnecessary distraction to other candidates or disruption to the

examination;

Fails to follow general rules or instructions of invigilators;

Removing examination materials from the examination room such as the candidate’s script or exam

paper;

Continuing to write after the invigilator instructed candidates to stop writing; and/or

Pictures of your script/answering sheet or examination paper before handing it to the invigilator.

4.3 Consequences of misconduct

Any candidate deemed to have been guilty of misconduct will be subject to a disciplinary process. If

found guilty, the candidate may receive any of the following penalties:

receive an assessment result of “fail” on the examination;

may be disqualified from writing the exam, either permanently or for a specific period of time;

Non-assessment of questions answered after the end of the examination time;

Any other penalty deemed appropriate by the IoDSA disciplinary panel.

Terms used in the Examination

Discuss Write in detail and comprehensively, using a critical approach with arguments in favour

of and/or against the statement or issue set out in the question.

Ensure that the discussion focuses on the key facts or arguments that need to be

provided in order to answer the question.

Briefly discuss Write briefly, using a critical approach with arguments in favour of and/or against the

statement or issue set out in the question.

Ensure that the discussion focuses on the key facts or arguments that need to be

provided in order to answer the question. Bullet points will be useful in this regard.

Explain Write down your thoughts to ensure that the reader clearly understands you. Make use

of illustrations, descriptions or simple but logical explanations.

List Give a list of names, facts, assumptions, actions, characteristics, etc. Use bullet points

that are self-explanatory, but do not include lengthy descriptions.

Prepare Provide a clear explanation of the main principles, points or facts required by the

question.

Complete Fill in the information on the template or table that is provided.


i Certification policy approved by IoDSA Board on 28 November 2019; Implementation immediate.

Cert.Dir Handbook3. OVERVIEW OF CERTIFIED DIRECTOR / CERT.DIR. DESIGNATION .....11 3.1 PURPOSE OF...

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