DIRECTOR CERTIFICATION - CERTIFIED DIRECTOR HANDBOOK - IODSA

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DIRECTOR CERTIFICATION - CERTIFIED DIRECTOR HANDBOOK - IODSA
Director Certification

    Certified Director® Handbook

         Certified Director Handbook Reviewed January 2021 p.1
DIRECTOR CERTIFICATION - CERTIFIED DIRECTOR HANDBOOK - IODSA
CONTENTS
1.    Introduction ............................................................................................................... 6
2.    Overview of The Institute of Directors In South Africa (IoDSA) ............................... 8
2.1 IoDSA Vision ............................................................................................................... 8
2.2 Our Strategic Focus ................................................................................................... 8
2.3 Membership of the IoDSA........................................................................................ 10
3.    Overview of Certified Director designation ............................................................ 10
3.1 Purpose of The Certified Director designation....................................................... 10
3.2 Governance Structures .......................................................................................... 11
3.2.1 IoDSA Board ............................................................................................................. 11
3.2.2 IoDSA Certification Committee .............................................................................. 11
3.2.3 Administration of the Certified Director processes ............................................... 12
3.3     Code Of Conduct ..................................................................................................... 13
4       Certified Director Assessment Process ................................................................. 13
4.2     Duration ................................................................................................................... 15
4.3     Fees .......................................................................................................................... 15
4.4     Part 1: Training And MCQs....................................................................................... 16
        4.4.1 How Do I Register for Part 1: Training And Mcqs? .................................... 17
4.4.2 Exemptions .............................................................................................................. 17
        4.4.3        Letter of Completion ................................................................................. 18
5       Part 2: Assessment .................................................................................................. 18
        5.1 Who Qualifies to write the Certified Director assessment? ........................ 19
        5.2      How do I Register for Part 2: Assessment? ................................................... 19
        5.3      Assessment Results ...................................................................................... 20
        5.4      Rewriting of the Assessment ........................................................................ 20
        5.5      Special Needs Requests ................................................................................ 20
        5.6      Certification ................................................................................................... 21
        5.7      Use of Certified Director Post-Nominal ....................................................... 21
Annexure A Certified Director Pathway Programmes .................................................... 25

                                                                     Certified Director Handbook Reviewed January 2021 p.2
DIRECTOR CERTIFICATION - CERTIFIED DIRECTOR HANDBOOK - IODSA
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        The IoDSA Certification Committee is a board committee that derives
committee            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         The Institute of Directors in South Africa NPC (IoDSA) is a professional
Directors in South   body recognised by the South African Qualifications Authority (SAQA)
Africa               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             The IoDSA Director Competency Framework presents the professional
Competency           standard for directors in South Africa. 20 Competences and 5
Framework™           fundamental values are included in the framework.
South African        The South African Qualifications Authority (SAQA) is a juristic person
Qualifications       that recognises professional bodies and is mandated by the National
Authority (SAQA)     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     The NLRD, which has been in operation since November 1999, is the
Record Database      electronic management information system that facilitates the
(NLRD)

                                         Certified Director Handbook Reviewed January 2021 p.3
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.
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   An organisation of substance is defined by the IoDSA as an organisation
substance         that:
                           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 at least 2 of the following governing body committees that
                              meet at least 2 times a year, 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 (if applicable)
                              holds     an    annual    general     meeting      or   annual
                               shareholder/stakeholder meeting (if applicable).

                  Where the company is a subsidiary of a bigger company, the subsidiary
                  company needs to meet the criteria.

                                          Certified Director Handbook Reviewed January 2021 p.4
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      Certified Director® and Cert.Dir® are trademarks
Director ®                            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

                                         Certified Director Handbook Reviewed January 2021 p.5
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 Certification 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 designee who breaches the Code of
Professional Conduct and/or the undertakings given to the IoDSA as member.

Policies can be found on the designations page of the IoDSA website.

                                               Certified Director Handbook Reviewed January 2021 p.6
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;
and can be found on the designations page of the IoDSA website at.

                                             Certified Director Handbook Reviewed January 2021 p.7
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;

                                                 Certified Director Handbook Reviewed January 2021 p.8
   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

                                             Certified Director Handbook Reviewed January 2021 p.9
2.3      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 https://www.iodsa.co.za/page/why-join .

   3. OVERVIEW OF CERTIFIED DIRECTOR 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,

                                             Certified Director Handbook Reviewed January 2021 p.10
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
There are a few structures involved in the oversight and management of all the process related
to the designations.

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.
                                            Certified Director Handbook Reviewed January 2021 p.11
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 processes

Two departments are involved in the administration of the programme:

      Part 1 – Individual 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.

                                            Parmi Natesan
                                                 CEO

                                            Sherma Malan
                                        Executive: Certification
                                         and member services

                              Londeka Thabethe             Fanny Grobler
                              Senior Manager:           Manager: Individual
                                Certification          Director Development

                                     Lulama Gobo
                                    Administrator:
                                     Certification

Figure 3. Organogram

                                             Certified Director Handbook Reviewed January 2021 p.12
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.

4       CERTIFIED DIRECTOR ASSESSMENT PROCESS
The process of qualifying as a Certified Director is divided into 2 parts:

       Part 1: Online 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.

                                             Certified Director Handbook Reviewed January 2021 p.13
Figure 4: How to become a Certified Director

                                          Certified Director Handbook Reviewed January 2021 p.14
4.2    Duration
The duration to complete Part 1 is dependent on the candidate’s availability to attend all the
required online 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.

       4.3    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 exclude VAT and are applicable for 2021
only and are subject to change.

                             Online                              Non           Fellow
                                                   Member (Excl.
                            booking Fees                         Member (Excl. Member (Excl.
                                                   VAT)
                               link                              VAT)          VAT)
  Being a Director         Click here In-          R 16 216.10      R 20 270.13      R 13 514.09
  Package Deal Part 1-      to Book person
  4                           now     Digital      R 12 608.70      R 16 695.65      R 9 913.04
                           Click here In-          R 3 861.05       R 4 826.31       R 3 217.70
  Being a Director Part
                            to Book person
  5*
                              now     Digital      R 3 127.45       R 3 909.31       R 2 606.34
                           Click here In-          R 2 703.89       R 3 379.86       R 2 253.36
  Governance of
                            to Book person
  Ethics*
                              now     Digital      R 2 086.96       R 2 782.61       R 1 652.17
  Financial insights for   Click here In-          R 4 504.47       R 5 630.59       R 3 753.91
  non-financial             to Book person
  directors*                  now     Digital      R 3 521.74       R 4 652.17       R 2 782.61

  Note: The full journey to Cert.Dir cost indicated above cannot be purchased as a full package.
  The above is just an indication of the full cost for all of the programmes and MCQ’s
  together. All programmes need to be purchased individually via our website
  https://www.iodsa.co.za/page/training-individuals.

                                             Certified Director Handbook Reviewed January 2021 p.15
* 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.

       4.4     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 36 months. 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.
                                              Certified Director Handbook Reviewed January 2021 p.16
   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.

               4.4.1 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.

               4.4.2 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. Please visit the website to
       access the application form.

                                             Certified Director Handbook Reviewed January 2021 p.17
   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. Please visit the website to access the 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. Please visit the website to access the application form.

        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.

               4.4.3 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 - Application for letter of
completion on the IoDSA website

5       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

                                             Certified Director Handbook Reviewed January 2021 p.18
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.

Exam dates are made available on the IoDSA website under the relevant Certified Director page.
All registrations need to be completed online and registrations close 5 working days prior to the
exam date. No late registrations will be considered.

   5.1     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 an ordinary member of the IoDSA before they can apply for the Certified
Director Assessment. Future Leader members do not qualify for designations.

   5.2     How do I register for Part 2: Assessment?
Complete the online Certified Director registration, 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 online. 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
                                             Certified Director Handbook Reviewed January 2021 p.19
   Candidates are able to request a re-mark or appeal to the outcome of the assessment.

  5.3       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     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.

   5.5         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 Manager.
Requests should be directed in writing to Director Certification at certification@iodsa.co.za 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.

                                            Certified Director Handbook Reviewed January 2021 p.20
5.6 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.

   5.7        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
                                             Certified Director Handbook Reviewed January 2021 p.21
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.

                                             Certified Director Handbook Reviewed January 2021 p.22
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

                                             Certified Director Handbook Reviewed January 2021 p.23
ANNEXURES

 Certified Director Handbook Reviewed January 2021 p.24
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Annexure A 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    This one day programme is aimed      Overview and evolution of corporate governance     One full day
 1: An introduction to    at equipping aspiring and new        Corporate Governance and Ethics                    (08h30-
 Corporate                governing body members with an       The business case for corporate governance         16h00)
 Governance               overview of the principles and       Governance models
                          concepts underpinning corporate      Governance frameworks
                          governance.                          Governing body members and their duties
                                                               Other key governance role players

 Being a Director Part    This one day programme is aimed   Ethics                                                 One full day
 2: The governing         at equipping aspiring and new        Leadership, ethics and corporate citizenship       (08h30-
 body’s role in ethics,   governing body members with an       Stakeholder inclusivity                            16h00)
 strategy &               understanding of their role in
 performance and          Ethics, Strategy & Performance    Strategy and Performance
 integrated reporting     and Integrated Reporting.            Considerations, drivers and process
                                                               Link to sustainable development

                                                                              Certified Director Handbook Reviewed January 2021 p.25
26

Programme               Overview                               Key Focus Area                                            Duration
                                                                     Business case for sustainability
                                                                     Engagement on and implementation of strategy

                                                               Integrated Reporting
                                                                  Link to sustainability reporting and GRI reporting
                                                                  Benefits of 
                                                                  Content elements
                                                                  Capitals and value creation

Being a Director Part   This one day programme is aimed        Risk                                                      One full day
3:                      at equipping aspiring and new             Understanding the board’s role in Risk                (08h30-
The governing body’s    governing body members with an            Risk appetite and tolerance                           16h00)
role in risk,           understanding of their role in Risk,      Risk role players
compliance,             Compliance, Technology &                  Evolution of risk
technology &            Information and Assurance.                Risk management process
information and
assurance                                                      Compliance
                                                                  Understanding the board’s role in Compliance

                                                                                    Certified Director Handbook Reviewed January 2021 p.26
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Programme               Overview                           Key Focus Area                                         Duration
                                                           Technology & information
                                                              Understanding the board’s role in Technology &
                                                               Information

                                                           Assurance
                                                           Understanding the board’s role in Assurance

Being a Director Part   This one day programme is aimed       Governing body effectiveness                       One full day
4:                      at equipping aspiring and new         Composition of governing bodies                    (08h30-
Increasing governing    governing body members with the       Remuneration of members of governing bodies        16h00)
body effectiveness      knowledge of how effective            Meeting procedures
and adding value        governing bodies should operate.      Committees of the governing body
                                                              Evaluation of the governing body
                                                              Delegation to management

                                                                             Certified Director Handbook Reviewed January 2021 p.27
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Programme                Overview                               Key Focus Area                                              Duration
Being a Director Part    This one-day board simulation is          Key issues that directors need to identify in board One full day
5:                       aimed at equipping prospective             meetings                                                (08h30-
Boardroom theory         and newly appointed directors for         Verbal and non-verbal communication in board            13h30)
into practice            board meetings and challenges              meetings
                         that may be faced within the              Ethical behaviour
                         boardroom. The simulation will            Financial skills
                         demonstrate the application of            Findings and reflection on running effective
                         learnings from Being a Director            board meetings
                         Part 1-4.                                 Application of basic governance practices

Governance of Ethics*    This half-day programme is aimed          The role of leadership in governing ethics              Half-day
(in collaboration with   at equipping aspiring and new              performance                                             (08h30-
The Ethics Institute)    directors with the knowledge on           Ethics governance structures                            12h00)
                         the                                       Aspects of effective ethics management
                         importance of good governance. A          Ethics risk assessment
                         company’s ethics strategy will be         Ethics strategy
                         explored, there will also be a focus      Codes and policies
                         on implementing ethical standards.        Internal and external ethics reporting
                                                                   Being ethical "when nobody is looking”

                                                                                       Certified Director Handbook Reviewed January 2021 p.28
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Programme                Overview                             Key Focus Area                                            Duration
Financial insights for   This session is designed to assist      Our responsibility as a director with regard to the   One full day
non-financial            directors that do not have a             financial statements                                  (08h30-
directors*               financial background to a well-         The conceptual framework -                            16h00)
                         grounded understanding of the            * Objectives
                         financial concepts that underpin         * Assumptions
                         the preparation and presentation         * Characteristics
                         of financial statements. The             * Elements of financial statements
                         session specifically focuses on         Understanding the various components of
                         analysing and interpreting the           financial statements, namely the income
                         financial information presented to       statement, balance sheet, cash flow statement
                         directors, and the financial             accounting policy and other notes
                         statements in particular, in order      The requirements of certain accounting
                         to assess the company’s financial        standards that directors should be aware of
                         position, performance and cash          Ratio analysis - who is to relate the various
                         flow.                                    components of the financial statements with
                                                                  each other
                         This session is not designed for        Interpretation of financial ratios through a case
                         delegates with in-depth financial        study
                         qualifications or experience.

                                                                                 Certified Director Handbook Reviewed January 2021 p.29
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Programme                Overview                              Key Focus Area                                            Duration
Online Multiple Choice   Online MCQ’s for the following        More details:                                             Estimated at 1
Questions (MCQ’s)        modules will be available for         The MCQ’s are completed online, once the module           hour per
                         completion:                           has been paid for the delegate will receive their login   module
                               Module 1: Being a Director     details to complete the MCQ’s via the online portal.
                                Part 1                         MCQ’s can be accessed through the internet from
                               Module 2: Being a Director     any location.
                                Part 2
                               Module 3: Being a Director        A pass rate of 70% is required in order to obtain
                                Part 3                             your certificate of completion for each module.
                               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.

                                                                                  Certified Director Handbook Reviewed January 2021 p.30
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Certified Director Handbook Reviewed January 2021 p.31
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