2. President’s Report

BICA

Secretariat

From left to right

First Row

Edmund Bayen Mokeresete Kgosimore Verily Molatedi Cleophas Samusodza

Second Row

Joseph Gontse Ookeditse Khachana Priscillah M. Setimela Letsalo Morapedi Kelebogile Kagiso Keneilwe Rathedi Gofaone Marena Catherine Monageng Veronica Mogapi Tshepo B. Boitumelo Thapelo Selelo Othusitse Gatang Nonhlanhla Ledimo Khumo A. Khudu

Third Row

Mosireletsi M. Mogotlhwane Patricia Atlhopheng Oduetse Boditse Oarabile Sedigeng Boemo Gaolathe Oaitse Dube

Not in the picture

Tshegofatso Nkepu Tumelo Tsheole

Francistown

Satellite Office

From left to right

Second Row

Merapelo Ramarula Thato Thipe Orebeile Seboka

Corporate Governance4

Corporate Governance

The BICA Council is the custodian of corporate governance and believes good corporate governance is fundamental to ensuring the Institute carries out its mandate effectively. The Institute adopted King IV Code on corporate governance in 2019 and will develop a program for the implementation of the King IV principles from 2020.

The Council delegates certain functions to BICA Committees. The CouncilisgovernedbytheAccountants Act, 2010 and the Council Charter which sets out the responsibilities of the Council. Committees are governed by Committee Terms of Reference.

The Council approves the decisions of the various committees and takes ultimate responsibility for the governance of the Institute.

Corporate Governance continued

Corporate Governance workshop

To ensure that that the Council and Management are equipped and well conversant with corporate governance principles, the Institute organised a workshop for its Council members on the 28th June 2019. This will in turn ensure that the Institute is managed in a manner that fits the best interests of all stakeholders and the general public.

Ethical Leadership

The Shareholder compact signed between the Council and the Government of Botswana requires Council to undertake performance evaluations. Currently, only Council’s collective performance is evaluated. Individual Council members’ performance evaluation was not performed for the period under review and will be considered in future. The Institute has established a plan to address the gaps identified by the evaluation.

Council members are bound by the Code of Ethics and have to comply with the Accountants Act 2010. The responsibility to comply with regulatory instruments is reflected in the Council members’ annual declarations and reinforced during induction which is conducted upon each member’s election to Council. Furthermore, declaration of interest forms are completed at every Council meeting and members are requested to recuse themselves where conflicts are identified.

During the year, BAOA audited the Institute’s financial reporting and corporate governance arrangements with satisfactory results.

The Council and Governance

The Council consists of six members elected at the Annual General Meeting and three members appointed by the Minister of Finance and Economic Development. The table below shows the respective appointments of Council members and their term in office.

NAME POSITION DATE OF APPOINTMENT TERM

GosegoMotsamai President

CeciliaV.Ramatlapeng VicePresident

MaemoS.D.Mesotlo Treasurer ZaeemAnwar Member

MosheC.Z.Libengo Member

SusanneSwaniker-Tettey Member April2019(re-election) 2 years April 2018 2 years

April 2018

2 years April2019(re-election) 2 years April2018(re-election) 2 years April 2019 2 years

ConductorP.Masena MinisterialAppointment

September2017(re-appointment) 2 years BoineeloM.Peter MinisterialAppointment September2017(re-appointment) 2 years MphoA.Masuge AccountingTechniciansRepresentative April2019(re-election) 2 years EmmanuelMarufu NorthernCommitteeRepresentative April 2019 (re-election) 1 year

Council Committees

Council has a number of Committees to which it has delegated certain responsibilities. Each committee has set terms of references as determined by the Accountants Act 2010 and Council. Each committee is chaired by a member of the Council. The Committees’ terms of reference were reviewed during the year. The composition of each committee is determined by the mandate of the committee and is currently drawn from the members of the Institute. The terms of reference stipulate the objectives and mandates of the different committees.

The Committees are categorised into statutory (those prescribed in the Act) and non-statutory as follows:

a) Statutory Committees

i) TechnicalCommittee ii) TrainingandProfessionalDevelopmentCommittee iii) FinanceandAdministrationCommittee iv) DisciplinaryCommittee v) AppealsCommittee

b) Non-Statutory Committees

i) MembershipandExaminationsCommittee ii) TaxCommittee iii) PublicSectorCommittee iv) NorthernCommittee v) AccountingTechniciansCommittee

The Institute’s Council is satisfied that it has fulfilled its responsibilities in accordance with its BICA Council Charter.

Council and Committees Meetings

The table below shows the attendance of Council Members at Council and Committee meetings during the year 2019.

TECH = Technical Committee T & PD = Training and Professional Development Committee FAC = Finance and Administrative Committee MEM & EXAM = Membership and Examinations Committee PSC = Public Sector Committee ACC. TECH = Accounting Technicians Committee

NAMES

COUNCIL TECH T & PD FAC MEM & EXAM TAX PSC NORTHERN ACC TECH GosegoMotsamai 8/8 - - - - 2/2 - - CeciliaV.Ramatlapeng 7/8 - 2/3 1/2 - - - - MaemoS.D.Mesotlo 7/8 - - 1/2 - - 2/4 - -

MosheC.Z.Libengo 4/8 - - - 4/8 - - - ZaeemAnwar 4/5 4/4 - - - - - - -

SusanneSwaniker-Tettey 4/5 - - - - - 2/4 - Boineelo M.Peter 4/8 - - - - - - - -

ConductorP.Masena 5/8 - - - - - - - -

EmmanuelM.Marufu 5/8 - - - - - - 3/3 -

Adelaide EnidMphoMasuge 7/8 - - - 2/8 - - - 5/6 VerilyMolatedi 8/8 - - 2/2 1/8 - - - -

Key:

Corporate Governance continued

Organisational Ethics

The Institute continues to ensure that it is fully compliant with all regulations that it is subject to. The Council remains committed to supporting good governance as the benefits of ethical leadership and a well-run Institute accrues to the Members.

The charter entrusts the Council with control and supervision of the general business of the Institute. Good governance by the Institute builds and increases stakeholders’ confidence and enables better decision making for the benefit of Members. Therefore, The Council has committed itself to the highest standards of Governance by adhering to The Council charter which outlines the Council’s duties and responsibilities. These responsibilities are achieved through a systematic process of comprehensive reporting to the Council and functional Committees, and The Council is ultimately responsible for ensuring the reporting standards conform to the principles laid out in The Council Charter and other internationally recognised reporting codes. The Institute also guides its members through the BICA Rules which is informed by the Accountants Act 2010.

Responsible Corporate Citizenship

The Institute developed a Corporate Social Responsibility (CSR) policy which will be implemented in 2020. The aim of the CSR policy is to invest in and make a social difference in communities in which BICA draws its employees and operates. The policy will focus on Education and Training. The CSR committee will identify projects that fit the Institute’s mandate and the CSR policy objectives. The committee will consider the following:

• Projects must be sustainable to the BICA focus areas • Projects must be long term partnerships with measurable outcomes • Projects must have a broad community reach • Projects must have visible benefit(s) to BICA’s brand value • Beneficiaries must be accountable and credible • Projects’ Implementation, management, monitoring and evaluation must be clearly defined

The CSR projects will be included in the strategic plan so that they can be monitored and be part of the strategic performance monitoring process. The Institute will commence CSR projects in 2020.

Strategy and Performance

The Institute’s strategy is developed by Council and management, then cascaded to all employees and shared with the stakeholders. The Institute strategy performance monitoring meetings are convened every two months to determine and appreciate the alignment of core purposes, determine opportunities, risks and to monitor performance on the set objectives. The Council has delegated the implementation of strategic initiatives to the management team led by the CEO. The role of the Council is to monitor strategic performance, appreciate results and mitigate shortfalls through the secretariat. The Council was involved in the strategy mid-term review in August 2019.

IT Strategy

The Council is responsible for the governance and ongoing oversight of the Institute’s Information Technology function. During the year under review, the Institute developed an IT Strategy that is used as a roadmap for governing and managing Information Technology. The developed IT Strategy is aligned to the Institute Strategy for 2017 - 2021. Management is responsible for implementation of the IT Strategy with oversight from the Finance and Administration Committee.

The key areas of focus include cyber security, systems integration, digitization of services, development and review of IT policy. Successful implementation of this strategy will help improve information security, efficiency and the easy of doing business. An IT policy that includes procedures for the acquisition of Information Technology products was developed during the year under review.

Risk Management Framework

The Enterprise Risk Management (ERM) is governed by the ERM Policy. The objective of the policy is to embed the risk culture throughout the Institute and its structures. The policy defines the roles and responsibilities of the Council, Council sub-committees and various lines of assurance. Council is responsible for determining the Institute’s risk appetite.

The Risk Management Framework was developed during the year and the Institute will operationalise the framework in 2020. As part of this initiative, an internal audit service firm will be contracted to provide independent assurance in order to aid Management and Council in ensuring that the control environment improves and both strategic and operational objectives are attained.