International Actuarial
Association
Measuring up to governance best
practice
July 2013
July 2013
Desmond Smith
Immediate Past President
International Actuarial Association
Dear Desmond
Governance Review Proposal
Thank you for the opportunity to provide you with a proposal to assist the International Actuarial
Association (IAA) in performing a Governance Review.
Based on our discussion, we understand that the IAA requires the assistance of Deloitte in facilitating
the Governance Review process. You have brought to our attention certain concerns raised by the
Society of Actuaries and the Institute and Faculty of Actuaries.
We have prepared this proposal to provide the IAA with our approach in providing assistance with the
governance review process you are about to embark. We also provide you with our proposed client
service team, our estimate fee and our experience.
Based on our experience gained through performing various engagements pertaining to the design
and effectiveness of governance structures, we are confident that we can assist you in achieving your
objectives in the best interests of all stakeholders. Should you require any further information, please
call Munier Damon on 021 427 5657 or 083 234 2336.
Yours faithfully
Munier Damon
Director
IAA Governance Proposal
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1. Our understanding
As discussed the IAA has received communications from your members (Society of Actuaries and the
Institute and Faculty of Actuaries) raising certain concerns in respect of IAA processes. The IAA has
decided to conduct a Governance Review that would include matters raised by these members.
Our understanding of Deloitte’s role in this assignment would be to assist the IAA in the following:
developing a robust approach to assessing the governance model
assisting in developing the assessment criteria and questions
assisting in the interpretation and presentation of the results
This proposal has been prepared for the IAA to demonstrate our response to your requirements
above.
“A governance operating model is the
mechanism used by the board and
management to translate the elements of
the governance framework and policies
into practices, procedures, and job
responsibilities within the corporate
governance infrastructure.”
Deloitte Whitepaper – Developing effective governance
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2. Our approach
The assessment of the IAA Governance process will be performed as follows:
Phase I - developing a robust approach to assessing the governance matters
Phase II - assisting in developing the assessment criteria and questions
Phase III - assisting in the interpretation and presentation of the results
Phase I
Evaluating the current status and providing an agreed upon approach
As an international body with multiple stakeholders (members / associate members / council /
committees) it is important that the approach followed in performing the governance assessment is
prepared to take into account these stakeholder matters. Our approach will be customised and
developed to enable the stakeholders to gain a level of comfort in the process being followed by the
IAA in assessing its governance processes and structures.
We will prepare an approach document for the consideration of the IAA and once finalised this
approach will be distributed to the key stakeholders to ensure all matters will be addressed by the
assessment.
Matters to be considered during this part of the engagement include:
Concerns raised by the members (Society of Actuaries and the Institute and Faculty of
Actuaries)
Statutes, Internal Regulations, Policies and Protocols of the IAA
Applicable international governance frameworks
Approach in delivering the governance operating model
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IAA Governance Proposal
July 2013
Phase II
Provide Governance Assessment Criteria
Once the approach to performing the governance assessment has been finalised and agreed we
will continue with the development of the governance review questionnaire. In the development of
the questionnaire we will assist the IAA in developing governance assessment criteria that
specifically address the following:
Governance Structure
Appointment process for leadership, executive subcommittees and statutory committees
Representation determination process
Assessing respective roles of the committees
Assessment of the functional reporting of the forum into the committee
Strategy
Assessing the strategic planning process
Assessing the members/delegates input process into the strategic plan
Monitoring of the strategic performance process
Committee Activity
Diversity
Contributions by committees in line with the strategic objectives
Risk assessment /Funding
Assess the dependence of the IAA on limited funders
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We will also ensure that best practice governance areas are included in the questionnaire based on
our Deloitte Governance Framework, as illustrated in the diagram below:
The governance questionnaire will be presented to the IAA for review and comment before
finalisation.
The IAA will then host the questionnaire on its own internet based survey tool.
Phase III
Assessment of the results of the questionnaire
Once the members have completed the questionnaire, the results will be consolidated and reviewed
by the Deloitte team. Deloitte will assess the results and provide a written report to the IAA. We will
also assess where the results of the questions are not ideal and provide recommendations on how to
improve the assessment area.
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3. Our team
The governance assistance is performed using senior members of the Risk Advisory service line to
ensure the appropriate level of professionalism, expertise and broad business knowledge and
exposure. The proposed team is as follows:
Munier Damon
Director
Education
CIA
Munier is a Director in our Risk Advisory division of Deloitte with
over 13 years experience in governance, risk management and
internal audit. He takes responsibility for the management of
outsourced and co-sourced internal audits, risk and control as well
as governance related work at many of our firm’s clients in the
Western Cape.
Munier will be responsible for overall project management to ensure
that all of our services are delivered effectively and that our delivery
on all services is in line with your requirements. Munier will also
ensure the overall quality of outputs. Munier is a Certified Internal
Auditor (CIA) and an accredited International Internal Audit Quality
Assessor through the Institute of Internal Auditors.
Johan Erasmus
Director
Education
BLC LLB LLD
Global Reporting Initiative
Certified
Johan is a regulatory analyst with a special focus on the Companies
Act, King III, Integrated Reporting and consumer protection
legislation.
Johan has consulted with a number of institutions on matters
pertaining to governance and King III, Integrated Reporting, the
management of compliance and regulatory risk, including the
design, establishment and performance of the compliance function,
and the implementation of measures to ensure cost-effective
compliance with a wide range of regulation, most notably the
Companies Act and the National Credit Act.
He is Chairperson of the SAICA Legal Compliance Committee, and
a member of the SAICA Corporate Law Ad Hoc Committee.
Johan’s clients include: Barloworld, Sanlam, Momentum Health,
Tongaat Hulett, Reunert, Eskom, Nedbank, Imperial and Mondi.
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Claire Hoy
Associate Director
Education
Bachelor Business Science
Global Reporting Initiative
Certified
CIA and CRMA
Claire is an Associate Director in Risk Advisory and has ten years of
experience in audit, governance and risk management and
sustainability services. Claire Hoy is involved in the Governance,
Risk and Integrated reporting services with specific focus on the
retail industry, her clients include Clicks Group, Pepkor, Sanlam,
Santam and MMI.
She has led teams on sustainability assurance assignments and
ensured that the limited/ reasonable assurance engagements are
delivered in line with her client expectations. Claire is GRI certified
and works closely with the GRI, IRBA and other industry forums to
influence the suitability assurance processes. Claire has experience
in providing assurance in line with the ISAE 3000 standard.
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4. Our experience
The following are specific examples of corporate governance reviews which we have
performed:
Nedbank
Our initial review of Governance structures and processes was to provide the Nedbank Board of
Directors with assurance regarding their governance structures and processes, which would enable
them to sign off on the governance requirements of the Banks Act in South Africa. Subsequently we
have performed follow up reviews of governance structures and processes to provide the Board and
the external auditor assurance regarding the status of Nedbank Governance to enable them to sign
off on the requirements of the Banks Act.
Firstrand Bank
We reviewed the current charters in place for the FRB Board and Board Committees, benchmarked
these charters against governance best practice both locally and internationally, and made
recommendations for improving the charters, as well as Board structures and processes. In addition,
we reviewed audit committee structures, processes and authorities, and made recommendations for
improvements and provided templates to assist with implementation of certain of these improvements.
Financial Services Board
We performed a high level review of their Governance structures and processes, benchmarking
against best practice corporate governance guidelines. Recommendations were made to improve
governance processes where appropriate.
Sanlam
We performed a high level review of their Governance structures and processes, benchmarking
against best practice corporate governance guidelines. Recommendations were made to improve
governance processes where appropriate.
Pioneer Foods
We performed a high level review of their Governance structures and processes, benchmarking
against best practice corporate governance guidelines. Recommendations were made to improve
governance processes where appropriate.
Merchant Bank Ghana
Although Ghana does not have a formal governance benchmark, we performed a high level
governance review and benchmarked the Merchant Bank’s governance structures and processes
against the requirements of the King Code. The report identified areas for improvement and
recommendations regarding how governance could be improved.
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IAA Governance Proposal
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Hannover Re
A high level assessment of corporate governance structures and process including a report detailing
areas for improvement and areas of good governance practice.
National Treasury
We developed a Corporate Governance Framework for all national non-business entities and
government business enterprises, listed as Schedule 3A and 3B entities in the Public Finance and
Management Act of 1999 (PFMA), and their subsidiaries. The framework also included high-level
guidelines on certain aspects of Financial Management governance, and detailed guidelines on
procurement practices within these entities.
South African Airways (SAA)
SAA required assurances regarding both the appropriateness and effectiveness of certain of their
corporate governance practices, to support both effective direction and governance on the one hand
as well as effective management and operations on the other. Our review included a high level
evaluation of Governance structures and practices in terms of best practice, and recommendations for
improvement.
SAB Miller Limited
Our review included the Board of Directors and committee structures and processes, and the
establishment and on-going monitoring of Audit Committees throughout the African operations.
Murray and Roberts
This review involved Board and Board committee processes, authorities frameworks and business
risk management processes with emphasis on decision making processes and their effect on
operations and ensuring operational accountability to group executives and the board.
Cell C
We conducted a review of Board and Board committee processes, authorities frameworks and
business risk management processes. In addition, we assisted with the implementation of Charters
and terms of reference for the Board and Board Committees and the development of a code of
conduct for the organisation.
The Department of Trade and Industry
We performed a review of Corporate Governance processes and structures throughout the DTI,
benchmarked these against best practice and reported on the status of governance and made
recommendations for improvement.
Capitec Bank
Review of Board structures and processes.
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Oceana Group Limited
Review of Board structures and processes.
Brimstone Investment Corporation Limited
Review of Board structures and processes.
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5. Proposed Fee
Proposed fee for this enagement
We have prepared our proposed fee for your consideration below:
Area Hours Fee
Phase I 8 R24,000
Phase II 24 R72,000
Phase III 12 R36,000
Total R132,000
Note: Disbursements will be billed at actual costs incurred, and will include travelling, and other
incidental costs. The amounts above are exclusive of Value Added Taxation.
“A governance operating model has the potential to address this need and thus enhance management’s ability to implement governance and the board’s ability to exercise proper oversight.”
Deloitte Whitepaper – Developing effective governance
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6. Acceptance
Acceptance of terms and conditions
Please sign the acceptance of proposal form to indicate your acceptance of this engagement and
return it for the attention of Munier Damon. Should you wish to discuss any aspect of this proposal,
please do not hesitate to contact Munier Damon.
We agree with the terms, conditions and fees as set out.
Name: _____________________________________________________
Date: ______________________________________________________
Position: ____________________________________________________
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7. Standard terms and conditions
All services provided by Deloitte to a client in accordance the written agreement with that client will
be subject to the following Standard Terms and Conditions in addition to what is stated specifically in
the written agreement.
1. Definitions
1.1 Unless the context clearly indicates otherwise:
reference to any gender shall include the other genders
the singular shall include the plural
1.2 In these Standard Terms and Conditions, the words and phrases set out below have the
following meanings:
1.3 Client means the entity/entities, or the persons, named in the written agreement to which or
whom services are to be provided by Deloitte, including a firm of attorneys mandating
Deloitte to perform the services on behalf of its client, as the case may be. In this regard, the
Client is MMI Holding.
1.4 Deloitte means Deloitte & Touche; any division of Deloitte & Touche; any company owned or
managed by Deloitte & Touche; the partners, directors and employees of Deloitte & Touche;
and the directors, officers and employees of any company owned or managed by Deloitte &
Touche. The contracting element of Deloitte will usually be identified by our letterhead or set
out in the written agreement.
1.5 Entity(ies) includes any association, business, close corporation, company, concern,
enterprise, firm, partnership, natural person, trust, undertaking, voluntary association, joint
venture, consortium or other similar entity, whether incorporated or not.
1.6 Party(ies) means the client and Deloitte respectively.
1.7 Services mean the audit, project, engagement, assignment procedure, investigation,
assistance, advice, report, certificate, or other services to be rendered by Deloitte as set out
in the written agreement. This will also include any goods, products or other items to be
supplied by Deloitte that the written agreement stipulates.
1.8 Terms and Conditions means these Standard Terms and Conditions that are attached to
the written agreement.
1.9 Written agreement means the letter of engagement, or contract, or proposal, or other
document between the client and Deloitte setting out the services to be provided and the
related terms and conditions.
2. Headings have no effect
2.1. The headings in the written agreement and in these terms and conditions shall not in any way
affect or govern the interpretation or construction of the applicable terms and conditions.
3. General principles
3.1. The services, written agreement and any related matters are governed by South African
law and any claims will be subject to the exclusive jurisdiction of the courts in South Africa. In
the case of a dispute between the parties and if the parties so agree by mutual consent, the
matter may be referred to arbitration on terms agreed between the parties, in which case the
findings of the arbiter is regarded as final and binding, and the jurisdiction of the courts are
thereby specifically excluded.
3.2. The written agreement and these terms and conditions, together with any documents
specified in the written agreement, constitute the entire agreement between Deloitte and
the client and supersede any prior oral or written representations, if any. They may be varied
only by the written agreement of both Deloitte and the client.
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3.3. Deloitte and the client are independent contractors. Neither party shall act or represent itself
as an agent or employee of the other and shall not in any manner assume or create an
obligation of, or in the name of, the other.
4. Validity
4.1 Where the written agreement is in the form of a proposal, it shall be valid for a period of
30 days from the date of issue, unless otherwise indicated. Where there is a conflict between
the terms in the written agreement and these terms and conditions, these terms and
conditions will apply. On acceptance of such proposal, within the period of validity, the
proposal becomes the written agreement.
5. Provision of services
5.1. Deloitte will endeavour to deliver the services with the requisite level of skill, integrity and
professional competence.
5.2. Where the delivery of the services requires information from, or the co-operation of, officials
and employees of the client, the client undertakes to use its best efforts to ensure that its
directors, management, officials and employees are available when required and that they
provide the necessary information and co-operation on a timely basis. Reasonable facilities
and access to data and information will be provided by the client.
5.3. The Engagements shall be rendered by Nina le Riche, Dr Johan Erasmus and Claire Hoy.
5.4. To the extent applicable, our work might be based on discussions with client management
and staff and certain third parties, as well as the perusal of documentation and accounting
records made available to us. Unless otherwise indicated in our reports, such information will
not be verified or audited by us. Although we shall take reasonable steps to ensure that the
information obtained in the course of the investigation is authentic, we cannot guarantee this.
5.5. To the extent applicable, our report or findings will be based on information made available to
us by the client. We do not warrant or guarantee that we will be able to obtain or be given
sight of all relevant information. Our report or findings may change if additional information
becomes available after the initial issuing thereof.
5.6. The client shall apply its best efforts to procure that Deloitte is provided with access to any
and all information required for the purposes of performing the services required in terms of
this engagement, including (without limitation) access to information held by the advisors to
the client and/or other relevant third parties.
5.7. The client does not assume that information furnished to Deloitte in any other capacity is
available to Deloitte during the services performed for a particular engagement, and any
information that is relevant to the services should accordingly be disclosed directly to the
Deloitte engagement team.
5.8. The client accepts that the Deloitte engagement team is authorised to speak to or meet with
such persons and/or to release such information as might be necessary, in the discretion of
Deloitte, for the performance of the services, except where such information can be
reasonably construed as highly confidential to the client, in which case Deloitte will obtain the
the client’s prior written consent to release such information (which consent shall not be
unreasonably withheld), provided that Deloitte shall be entitled to release any such
information where required by law or any court of competent jurisdiction to be released.
6. No offers of employment to be made
6.1. The client undertakes not to make any offer of employment to any Deloitte personnel
involved in delivering the services from the date of signing the written agreement until the
expiration of 6 months after the completion of the services. Similarly, the client undertakes
not to contract with any such Deloitte personnel, to the exclusion of Deloitte, for the provision
of any services for the same period.
6.2. Deloitte undertakes not to make any offer of employment to, and not to contract with, any
client personnel with whom Deloitte is involved in delivering the services on the same basis
as that set out in 6.1 above.
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6.3. Should a member of Deloitte personnel apply, within the above-mentioned period, for
employment at the client, then the client shall pay Deloitte a fee of 20% of the annual cost
of employment package of that person if he or she is employed or contracted by the client. If
the Deloitte personnel is contracted by the client for the provision of any service to the client
within the above-mentioned period, the client shall pay a fee of 20% of the total fee paid to
the contractor. These fees will be due and payable within 30 days from date of
commencement of employment and/or date of receiving each invoice from a contractor, as
relevant.
6.4. Similarly, Deloitte will pay such a fee to the client in the event of employing or contracting a
member of the client personnel with whom Deloitte had been involved in delivering the
services. The periods as quoted above apply unchanged to such situations.
7. Intellectual property
7.1 Deloitte shall retain all intellectual property rights in all materials, including methodologies,
know-how, trade secrets, software and tools used, provided or developed by Deloitte in
providing and delivering the services.
7.2 Except for cases where a licence is expressly granted by Deloitte, the client shall acquire no
rights or interest in such property.
7.3 This clause is severable from the rest of these terms and conditions and shall remain valid
and binding on the parties notwithstanding any termination of the written agreement.
8. Non-exclusivity
8.1. The client acknowledges that Deloitte provides audit, accounting, financial services,
management consulting and a variety of other services to a large and diverse range of clients.
The provision of the services to the client will not prevent Deloitte from providing the same
or similar services to other parties, some of whom could be competitors of the client or who
may be in conflict or dispute with the client.
8.2. The client also acknowledges that Deloitte may already have provided the same or similar
services to other parties.
8.3. Where Deloitte is aware of the same or similar services being provided to other or conflicting
parties, safeguards will be implemented to protect the interests of the client. These
safeguards will include the use of different personnel and other barriers to ensure the
confidentiality of information.
8.4. Whilst Deloitte will be bound by the confidentiality clauses mentioned below, Deloitte shall
have the right to use the name of the client and a description of the services as a reference
in seeking to provide services to other parties, provided that Deloitte obtains the prior written
consent of the client (which consent shall not be unreasonably withheld).
9. Confidentiality
9.1. Deloitte will keep confidential all information obtained from the client except such information
as is in the public domain, or where the client agrees to Deloitte making this information
available to other parties.
9.2. Notwithstanding clause 9.1 above, the client acknowledges that Deloitte may be required to
disclose confidential information to its legal advisers, insurers, the Independent Regulatory
Board for Auditors (IRBA), or to another party under any law requiring such disclosure.
Disclosure in any of these instances will be permissible and will not be a breach of clause 9.1
above.
9.3. The client agrees to keep confidential any methodologies, technology, know how, trade
secrets, software and tools used, provided or developed by Deloitte in providing and
delivering the services. Similarly, any information provided or developed by Deloitte will be
kept confidential, unless Deloitte expressly agrees in writing to the client making this
available to other parties.
9.4. Where the written agreement is in the form of a proposal for work to be performed and the
client does not accept the proposal, any documentation or property specifically identified by
Deloitte will be returned to Deloitte on request.
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9.5. The client acknowledges that Deloitte is required, in terms of professional standards, to
retain documentation to support the work done and any deliverables provided. Where this
documentation includes confidential information of the client, Deloitte will be entitled to retain
such documentation.
9.6. The confidentiality clauses contained herein are severable from the rest of these terms and
conditions, and shall remain valid and binding on the parties notwithstanding any termination
of this agreement.
10. Professional fees
10.1. The basis of charging professional fees is set out in the written agreement.
10.2. Disbursements and out-of-pocket expenses incurred in providing the services will be charged
at cost. These include all reasonable expenditure necessary for the successful completion of
the services including but not limited to travelling, subsistence, goods and services
purchased on the client’s behalf, communications, stationery, report and presentation
material, secretarial time and computer charges.
10.3. Statements reflecting invoices for fees and expenses/disbursements will be presented within
two (2) weeks of completion of each engagement set out in clause 5 above. Statements are
payable within 65 days of presentation.
10.4. Payments shall be made by the client without any deduction. In the event of a dispute over
an amount of fees, the amount not in dispute shall be paid on presentation of the invoice
without any set-off or counterclaim that may be alleged.
10.5. Deloitte will, at its discretion, charge interest on any invoices, or portions thereof, not paid
after 75 days of presentation. The rate of interest will be at the overdraft interest rate charged
by Deloitte’s bankers plus 2%. The charging of such penalty interest shall be without
prejudice to any other rights that Deloitte may have in law or otherwise.
10.6. The client acknowledges that Deloitte may suspend an engagement and/or the provision of
the remainder of the services until all amounts due to Deloitte for statements presented to
MMI Holdings are paid in full.
11. Use of reports and other deliverables
11.1. Any advice, report, certificate, schedule or other deliverable arising from or in connection with
the services will be for the sole use of the party or parties to whom it is addressed and may
be relied upon only by that party or parties. No person other than the party or parties to
whom it is addressed shall be entitled to place any reliance thereon for any purpose
whatsoever.
11.2. Any such advice, report, certificate, schedule or other deliverable is based on the particular
facts and circumstances of the client at a particular point in time. Consequently, such advice,
report, certificate, schedule or other deliverable may well not be relevant to another party or at
a different time and under different circumstances. Deloitte does not warrant or guarantee
that there will be no change to relevant facts and circumstances in the future or that future
events or outcomes will transpire.
11.3. Copies may be made available to the addressee’s advisors, provided that they are to be used
by the advisors solely for the purposes stated in such advice, report, certificate, schedule or
other deliverable and provided that the advisors are made aware of this clause 11.
11.4. Copies of such advice, report, certificate, schedule or other deliverable, in whole or in part,
may not be made available to any other party without the prior express written consent of
Deloitte, which consent shall not be unreasonably withheld , provided that the client may
make same available to entities within the client’s group without the prior written consent of
Deloitte.
11.5. The client indemnifies Deloitte against any claim by any third party arising from the
distribution of a copy of any report, certificate, schedule or other deliverable to a third party.
12. Reliance on client information
12.1 The services, or any portion thereof, may be dependent on information supplied by the
client. Deloitte will not be liable to the client or to any third party for any damages suffered
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as a result of the client providing any information that is incorrect or incomplete or where the
client fails to disclose any relevant information to Deloitte; and the client indemnifies
Deloitte against any claims or expenses relating thereto.
13. Limitation of liability
13.1. When the services comprise any service or services other than statutory audit, such as legal,
tax, internal audit, data analytics or forensic services, the following limitations on liability shall
apply:
13.2. The maximum liability of either party, their partners, shareholders, directors, employees, and
agents (“personnel”) in respect of any and all claims which may arise in respect of the
services and/or this written agreement shall be limited to the fees charged for these
services by Deloitte and paid by the Client. This maximum liability shall be an aggregate
liability for all claims howsoever arising, whether by contract, delict, negligence or otherwise.
Any limitation set out in this clause 13 shall not apply in the case of claims brought for breach
by Deloitte or its personnel of the confidentiality obligations contained in clause 9 or in the
case of gross negligence or wilful misconduct on the part of either party and/or their
respective personnel.
13.3. Where any services are rendered otherwise than in terms of a written agreement or in
addition to those in a previous written agreement, this clause shall apply separately to
services relating to all such services and/or each invoice issued.
13.4. Neither party, its partners, shareholders, directors, employees and agents will be liable to the
other party or any third party for any consequential, punitive or any other loss or damages
beyond the maximum liability specified in clause 13.2.
13.5. Any claims, howsoever arising, must be commenced formally within two years after the party
bringing the claim becomes aware (or ought reasonably to have become aware) of the facts
which give rise to the action and, in any event, no later than three years after any alleged
breach of contract, negligence, delict or other cause of action.
13.6. Deloitte will not be liable for any delays resulting from circumstances or causes beyond its
reasonable control, including without limitation, fire or other casualty, strike or labour dispute,
war or other violence or cause through any law, order or requirement of any governmental
agency or authority.
13.7. The client, in addition to the limitations indicated above, indemnifies Deloitte against all
liabilities, losses, damages, claims, demands and reasonable expenses including, but not
limited to attorneys’ fees and expenses, in any action brought against Deloitte by any other
party except the client in connection with or arising out of Risk Advisory services, provided
that the extent of this indemnity shall be limited to the maximum liability provided for in clause
13.2 above. This indemnity shall not apply in respect of wilful misconduct or gross negligence
on the part of Deloitte.
13.8. Deloitte shall have no responsibility or liability whatsoever in respect of any advice given or
work undertaken for the client by persons who are not partners, directors, principals,
members of staff or employees Deloitte, regardless of whether or not such persons were
introduced to the client by Deloitte.
13.9. Termination
The written agreement shall terminate after provision of the last of the services to be provided
by Deloitte to the client in accordance with the written agreement, unless earlier terminated in
terms of the provisions of this clause 13.9.
13.10. The written agreement may be terminated by the client on 7 days written notice to Deloitte.
13.11. The written agreement may be terminated forthwith by the client or Deloitte in the event of
either party going into liquidation or having a judicial manager appointed over all or part of its
activities.
13.12. In the event of either the client or Deloitte being in breach of any of the terms of the written
agreement, the other party may, by written notice require the party which is in breach to
remedy such breach. If this has not been remedied within 7 days of receipt of such notice, or
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if the breach is incapable of being remedied, the other party may in writing terminate the
written agreement without prejudice to its right to claim damages
13.13. Deloitte reserves the right to terminate the engagement with immediate effect if, in the sole
discretion of Deloitte, the physical safety, well-being or security of our staff is compromised
or threatened due to the environment where the services are provided and/or the nature of
the services performed during this engagement. Such termination shall not take place
without consultation with the client. Should the agreement be terminated for the reasons
contemplated in this clause, the client will remain liable for the fees in respect of all work
carried out to the date of termination.
14. Legal addresses and notices
14.1. The client and Deloitte each choose the address set out opposite its name on its letterhead
covering the written agreement or in the address clause of the written agreement as its
legal address. Any changes to such address will be communicated to the other party by
written notice.
14.2. Any notice to be given in terms of the written agreement or these standard terms and
conditions must be in writing and delivered to the legal address of the party concerned.
14.3. Written notice given in a correctly addressed envelope, delivered by hand to a responsible
person during ordinary business hours shall be deemed to have been received on the day of
delivery.
15. Severability of clauses
15.1. If any provision or clause of the written agreement or of the terms and conditions becomes
invalid or unenforceable, such provision or clause shall be divisible and be regarded as pro
non-scripto and the remainder of the written agreement and the standard terms and
conditions shall remain in force and binding.
16. Dispute resolution
16.1. The parties accept that disputes may arise between the parties during the course of this
agreement.
17.1 Any dispute that arise, shall be referred to a joint committee of a director of the client and a
director/partner of Deloitte, or alternates appointed by them, who will use their best
endeavours to resolve the dispute within 7 (seven) days of the dispute having been referred
to them.
17.2 Should the joint committee be unable to resolve a dispute, such dispute will be submitted to
and decided by arbitration in terms of clause 18.
17. Arbitration
17.1. Subject to the provisions of clause 16, any dispute which may arise at any time between the
parties relating to any matter arising out of this written agreement or the interpretation
thereof, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of
Southern Africa by an arbitrator or arbitrators appointed by the Foundation.
18.1 Either party to this agreement may demand that a dispute be referred to arbitration by giving
written notice to that effect to the other party.
18.2 This clause shall not preclude either party from obtaining interim relief on an urgent basis
from a court of competent jurisdiction pending the decision of the arbitrator.
18.3 The arbitration referred to in 17 shall be held at Johannesburg in the English language; and
immediately and with a view to its being completed within 7 (seven) days after it is demanded.
18.4 The parties irrevocably agree that the decision in arbitration proceedings shall be final and
binding upon the parties; shall be carried into effect; may be made an order of any court of
competent jurisdiction.
18.5 The provisions of clauses 17 and 18 shall not preclude the parties from obtaining urgent
interim relief from any court of competent jurisdiction.
18. Force Majeure
18.1. Neither party shall be liable for any failure to fulfil its obligations under this agreement if and to
the extent such failure is caused by any circumstances beyond its reasonable control,
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including but not limited to flood, fire, earthquake, war, tempest, hurricane, industrial action,
government restrictions or acts of God. Should either party be unable to fulfil a material part
of its obligations under this agreement for a period in excess of 60 (sixty) days due to
circumstances beyond its reasonable control, as recorded in this clause, the other party may
at its sole discretion cancel this agreement forthwith.
19. Waiver
19.1. No waiver of any of the terms and conditions of this Agreement will be binding or effectual for
any purpose unless expressed in writing and signed by the party hereto giving the same, and
any such waiver will be effective only in the specific instance and for the purpose given. No
failure or delay on the part of either party hereto in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
20. Cession
20.1. No party shall cede any of its rights or delegate any of its obligations under this agreement,
without the prior written consent of the other party, which shall not unreasonably be withheld.
21. Governing law
21.1. This Agreement will be governed by and construed in accordance with the law of the Republic
of South Africa and all disputes, actions and other matters relating thereto will be determined
in accordance with such law.
22. Jurisdiction
22.1. Subject to clauses 17 and 18, the parties consent and submit to the jurisdiction of such High
Court of South Africa, or division thereof, which has its seat in Johannesburg, in any dispute
arising from or in connection with this Agreement.
23. Ongoing rights
23.1. Notwithstanding termination of this Agreement, any clause, which from the context,
contemplates ongoing rights and obligations of the parties, shall survive such termination and
continue to be of full force and effect.