Please note that this process must be completed within 2 months as indicated by the Letter of Engagement

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1 BROAD-BASED BEE INFORMATION GATHERING WORKBOOK GENERIC / QSE AMENDED CODES This workbook specifies all the documentation that is required to complete your B-BBEE verification. It is the responsibility of the measured entity to provide sufficient evidence for each of the elements to be verified. SAB&T BEE SERVICES verification process requires the Measured Entity to submit information PRIOR to the Onsite verification. An Onsite will not commence without all of the required information and supporting evidence. The allocated Verification Analyst will contact you to explain the contents of this workbook, in relation to the Annexure C, thereafter, set a Pre-Assessment meeting with you. Please submit as much evidence in relation to this workbook prior to the Pre-Assessment. The submitted information will be evaluated by the allocated Verification Analyst and, where the evidence is deemed to be insufficient or inadequate; we will require submission of further evidence prior to the Onsite Verification. No further evidence will be accepted at the Onsite Verification or after. The Onsite is conducted to test samples and conduct interviews. Please note inaccurate or incomplete submissions of evidence could delay your verification process and have a negative impact on your score. All elements are compulsory for scoring under the amended codes. Should the Measured Entity choose not measure a specific element please indicate so on the space provided termed Notes; on page 7 of this workbook. There are 3 priority elements, namely Ownership, Skills Development, Enterprise and Supplier Development. A measured entity would need to meet the subminimum target applicable for these elements in order not to be discounted a level. Please note that this process must be completed within 2 months as indicated by the Letter of Engagement Page 1 of 11

2 FINANCIALS FINANCE PLEASE NOTE THAT THESE EVIDENCE REQUIREMENTS APPLY TO ALL MEASURED ENTITIES EVIDENCE REQUIRED PRIOR TO THE SCHEDULING OF THE ONSITE VERIFICATION ALL MEASURED ENTITIES Signed Audited Financial Statements for the period being measured (latest financial year end) Latest official CIPRO / CIPC Company Registration Documents (not older than 3 months) VAT Registration Certificate SHOULD AUDITED AFS NOT BE AVAILABLE, THE FOLLOWING WILL BE REQUIRED: Management Accounts for the 12 months registered financial period (i.e. Detailed Year-To-Date Income Statement and Balance Sheet) VAT201 submissions to SARS for the financial period as per the Management Accounts submitted OR General Ledger and Sales Journal for the financial period as per the Management Accounts submitted Signed Audited Financial Statements for the financial period preceding the submitted Management Accounts (i.e. the previous financial period) List of fixed asset purchases for the measured period and fixed asset ledger for the measured period Signed Management Representation letter (on the Measured Entity s letterhead) Completed and signed Financial Affidavit (Annexure A; Page 10 of Information Gathering Workbook) Completed and signed Finance tab of Annexure C (BEE Information Gathering File) CODE 100: Ownership Equity OWNERSHIP EQUITY PRIORITY ELEMENT - IF THIS ELEMENT IS NOT INCLUDED IN YOUR SCORE, DRAW A LINE THROUGH THIS AND INITIAL ALL EVIDENCE IS REQUIRED PRIOR TO SCHEDULING OF ONSITE VERIFICATION ALL CIPC DOCS MUST BE PRINTED FROM CIPC AND MUST NOT BE OLDER THAN 3 MONTHS. CLAIMS FOR ECONOMIC INTEREST AND VOTING RIGHTS IN THE HANDS OF BLACK PARTICIPANTS MUST BE INDEPENDENTLY CONFIRMED. PTY's: CM 1 (Certificate of Incorporation) and CM 2 (Memorandum of Incorporation) Shareholders' Agreements - signed and certified Certified or photo quality Copies of ID's of all shareholders Photo Quality copies of Share Certificates for all shareholders Proof of all dividend declarations for the past 2 years (If any) Copy of Sale Agreement (if any) If loans still owing on black shareholding supply loan agreements reflecting outstanding amount Page 2 of 11

3 Current business evaluation (reflecting date and method of evaluation) required if there is a loan outstanding on black shareholding Black shareholder to sign the gearing affidavit (Annexure B) Minutes of last 2 shareholders' meeting (if any) CC's: CK 1 and CK 2: Founding Statement and Amended Founding Statement Members Agreements - signed and certified If loans still owing on black shareholding supply loan agreements reflecting outstanding amount Black shareholder to sign the gearing affidavit (Annexure B) Signed copy of Sale Agreement (if any) Photo Quality copies of ID's of all shareholders Current business evaluation (reflecting date and method of evaluation) required if there is a loan outstanding on black shareholding Partnerships: Partnership agreement - signed Copies of third party loan agreements relating to shares in Measured Entity If loans still owing on black shareholding supply loan agreements reflecting outstanding amount Black shareholder to sign the gearing affidavit Signed copy of Sale Agreement (if any) Photo Quality copies of ID's of all partners Current business evaluation (reflecting date and method of evaluation) required if there is a loan outstanding on black shareholding Trusts / Ownership Schemes and Broad-based ownership schemes: Trust Deeds Evidence of compliance with the Rules for Trusts per the Codes Statement 100: Annexure 100(B) 3,4 Clear ID Copies of all Trustees and Beneficiaries and auditors confirmation of Race and Gender for all parties Letter of Authority approved by the Master of the High Court Proof required to confirm that the Trust meets the rules for equity participation Shareholders Agreements for Broad-Based Ownership schemes and Employee Ownership schemes Evidence of compliance with the Rules for Broad-Based Ownership schemes and Employee Ownership schemes per the Codes Statement 100: Annexure 100 (B) Audited and signed financial statements of the trust or scheme Multi-nationals Certified copies of third party loan agreements relating to shares in Measured Entity Records of interest on third party loans - signed and certified Shareholders' Agreement - signed and certified Certified copies of ID's of all shareholders Valuation of SA and foreign operations Equity Equivalence - evidence of cumulative contributions VAT Certificate Listed entities Share register at time of the verification & VACO report Written confirmation of all mandated investments Page 3 of 11

4 A competent person's report of all mandated investments Share register for all mandated investments VAT Certificate Sole Proprietors Personal tax return Current business evaluation (reflecting date and method of evaluation) - once this method chosen, needs to be followed for the full duration of the codes VAT Certificate Designated Groups a. Disabled - valid disability certificate or evidence of registration to receive disability grant or letter of confirmation from medical specialist b. Youth - Copies of ID's - certified c. Rural - letter from tribal chief or proof of postal address d. New entrant - signed affidavit that total, combined shareholding does not exceed R50 million Dependent on the type of shareholding, the verification analyst will be required to interview black shareholders. For this reason, all black shareholders need to be present at the time of the verification. Page 4 of 11

5 CODE 200: Management Control MANAGEMENT CONTROL IF THIS ELEMENT IS NOT INCLUDED IN YOUR SCORE, DRAW A LINE THROUGH THIS AND INITIAL ALL EVIDENCE IS REQUIRED PRIOR TO SCHEDULING OF ONSITE VERIFICATION IF YOU HAVE MORE THAN 50 EMPLOYEES OR YOUR TURNOVER EXCEEDS THE TURNOVER THRESHOLDS BELOW, YOU NEED TO SUBMIT EEA2 AND EEA4 REPORTS TO THE DEPT. OF LABOUR. AGRICULTURE R6 MILLION MINING AND QUARRYING R22.5 MILLION MANUFACTURING R30 MILLION ELECTRICITY, GAS, WATER R30 MILLION CONSTRUCTION R15 MILLION RETAIL, MOTOR AND REPAIR R45 MILLION WHOLESALE, COMMERCIAL AGENTS & ALLIED SERVICES R75 MILLION CATERING, ACCOMMODATION R15 MILLION TRANSPORT, STORAGE AND COMMUNICATIONS R30 MILLION FINANCE & BUSINESS SERVICES R30 MILLION COMMUNITY, SPECIAL AND PERSONAL SERVICES R15 MILLION PTY: CM 27 and CM 29: List of Directors (most recent) and Consent to act as director Certified copies of ID's of all Black directors - executive and non-executive CC: Copy of CK 1 and CK2 listed members Certified copies of Black members' ID's ALL: Completed and signed Management Control tab of Annexure C (BEE Information Gathering File) Description of job grading system if used in the organisation & Company Organogram Appointment letters & Contracts of Employment for ALL Black Employees in Senior & Exec Management Minutes of last 2 management meetings Insert Executive & Other Executive Management on the EMPLOYMENT EQUITY table on ANNEXURE C For any employees with disabilities, supply EEA1 supported by appropriate medical records EEA2 Employment Equity Report (if designated employer as per note under Management Control) EEA4 Employment Equity Income Differentials (if designated employer as per note under Management Control) Proof of the submission of the above EEA2 and EEA4 reports from the Department of Labour if applicable Detailed breakdown of current month's payroll reflecting cost-to-company for each staff member; Should employees not be paid fixed monthly salary, detail an hourly rate / basic wage. Certified copies of ID s for black employees sampled Signed copies of qualifications for black employees sampled at various management levels Signed Contracts of Employment for sampled Black Employees in Middle and Junior Management Independent confirmation of Board Participation and Voting Rights NOTE: Verification Analyst will indicate which employees to be sampled PRIOR to the verification. Dependent on the type of shareholding, the verification analyst will be required to interview black directors and top management, and employees from different managerial levels. For this reason, all such people need to be present at the time of the verification. Page 5 of 11

6 CODE 300: Skills Development SKILLS DEVELOPMENT PRIORITY ELEMENT - IF THIS ELEMENT IS NOT INCLUDED IN YOUR SCORE, DRAW A LINE THROUGH THIS AND INITIAL ALL EVIDENCE IS REQUIRED PRIOR TO SCHEDULING OF ONSITE VERIFICATION Completed and signed Schedule of training expenditure by gender and race for the financial period under review as per the Skills Development tab on Annexure C Proof of Registration with SARS for Skills Development Levies (SDL) and applicable SETA registration or Exemption Certificate from SARS for companies under R threshold EMP 201's for the 12 months of the financial period being audited as per finance section Proof of submission of WSP & ATR to SETA (latest submitted) Proof of the implementation of Priority Skills (Core, Critical or Scarce) generally and specifically for black people Approved WSP&ATR acknowledgement from SETA Approval letters or proof of registration from SETA of specific learnership programs and registered learners (where applicable) Learnership Agreements for employees which have learnerships in progress, all relevant documents and claims applicable thereto Confirmation of cost of training department and proof of total training spend on all employees (black male and black female) and white spend (where applicable) UNEMPLOYED LEARNERS: Signed letter from HR confirming date of engagement with the Measured Entity or signed Affidavit confirming the Learners was not previously employed by the ME Learnership Agreements for unemployed learners; invoices, proof of payments, copies of IDs and all relevant documentation and claims thereof Where Absorption is claimed Trainee Tracking Tool; Employment Contract or signed Affidavit confirming employment of the unemployed learners (at the end of the Learnership) or confirmation of continued studies EXTERNAL TRAINING: Please ensure that names and surnames, race, gender, disabled staff and ABET training is included on all documents for purposes of validating claims Invoices, proof of payment, attendance registers of black employees and also black females Scholarships and Bursaries agreements, terms and conditions, relevant documentation and claims thereof INTERNAL TRAINING: Attendance Registers indicating: Name of all staff that attended (black & white) Date and Time of each training session Type of training provided Duration of each training session Signatures of attendees (indicating attendance) Name of trainer/s Page 6 of 11

7 Payslips of trainers (applicable to period when training was provided) Proof of any other costs that were incurred for training (e.g. study material) NOTE: Verification Analyst will indicate which invoices / training interventions to be sampled PRIOR to the Onsite Verification. Black employees or learners that have been considered for training interventions may be interviewed, this will be communicated PRIOR to onsite verification CODE 400: Enterprise & Supplier Development ENTERPRISE & SUPPLIER DEVELOPMENT PRIORITY ELEMENT - IF THIS ELEMENT IS NOT INCLUDED IN YOUR SCORE, DRAW A LINE THROUGH THIS AND INITIAL ALL EVIDENCE IS REQUIRED PRIOR TO SCHEDULING OF ONSITE VERIFICATION PREFERENTIAL PROCUREMENT Completed and signed list of spend per supplier (showing Names & Amounts spent, excl. VAT; also indicating 1 st Time Suppliers) for the financial period under review as per the Procurement Tab on Annexure C Valid and Current Supplier BEE verification certificates Details of all SD & ED beneficiaries including their contact details Sample of Invoices, Proof of Payment and Detailed Supplier Ledger per sample selected TMPS please supply evidence towards exclusions / inclusions. IMPORTS: List of Suppliers (showing Names & Rand amounts spent for the financial year being assessed) Examples of Invoices Letter confirming reason for imports NOTE: Verification Analyst will indicate which invoices to be sampled PRIOR to the verification this is only possible if the transaction report for suppliers is obtained and not just a balance per supplier ENTERPRISE AND SUPPLIER DEVELOPMENT Completed and signed Supplier Development and Enterprise Development Tab listing SD and ED contributions as per Annexure C Signed Agreement between the ME and the SD & ED beneficiary stipulating terms and conditions of relationship Certified copy of ID of all applicable recipients Copies of BEE Verification Certificates / Affidavits of ED & SD recipients Proof of Enterprise Development that occurred (e.g. transactions) Proof of Values involved (in the case of non-monetary contributions) Page 7 of 11

8 Supporting documentation of all SD & ED initiatives undertaken reflecting value Letter of Acknowledgement from SD & ED beneficiary confirming value & initiative of contributing entity Depending on the nature of the initiatives, and the number of different initiatives, the verification analyst might need to interview the beneficiaries. This will be communicated to the Measured Entity PRIOR to the onsite verification CODE 500: Socio-Economic Development SOCIO-ECONOMIC DEVELOPMENT PRIORITY ELEMENT - IF THIS ELEMENT IS NOT INCLUDED IN YOUR SCORE, DRAW A LINE THROUGH THIS AND INITIAL ALL EVIDENCE IS REQUIRED PRIOR TO SCHEDULING OF ONSITE VERIFICATION Completed and signed Socio Economic Development Tab listing SED contributions as per Annexure C Proof of payment / Receipts of donations (monetary) or proof of value (non-monetary) Letters of acknowledgement from beneficiaries indicating the VALUE of the spend (monetary) or a DESCRIPTION of the donation (non-monetary) with beneficiary contact details and a demographic breakdown of the beneficiaries Report from an independent competent person verifying that the SED beneficiary qualifies in terms of the requirements of the code i.e. that 75% of those receiving the benefit of the donation/spend are black Completed Socio Economic Development Tab of ANNEXURE C Depending on the nature of the initiatives, and the number of different initiatives, the verification analyst might need to interview the beneficiaries. This will be communicated to the Measured Entity PRIOR to the verification Page 8 of 11

9 EMPOWERING SUPPLIER STATUS The following is an extract from Government Gazette No.: 40375, Notice 708 of 2016, issued on 28 October 2016: NOTES: MEASURED ENTITY REPRESENTATIVE SAB&T VERIFICATION ANALYST Name: Name: Signature: Signature: Page 9 of 11

10 ANNEXURE A AFFIDAVIT Confirming Financial Information & Authority to sign it off Full Name Identity Number In my capacity as Entity Name Measurement period I the undersigned, declare that I am the accounting officer/owner and have done the minimum steps to verify the accuracy, completeness, occurrence and cut-off of revenue as shown in the financial statements. I declare this information supplied is true and correct. I understand that providing false information constitutes misrepresentation. I further declare that in terms of the * Shareholders Agreement / Company Resolution / Partnership Agreement / Close Corporation document as sole member, I am authorised by the demarcated document and hold the authority to sign-off and take responsibility for Company Financial Information. I declare this information supplied is true and correct. I understand that providing false information constitutes misrepresentation. (* delete that which is not applicable) SIGNED at on the day of 20. AUTHORISED SIGNATORY NAME IN FULL Confirmation of Turnover R Signature: Confirmation of Asset Acquisition R (Value of CAPEX Assets purchased in the last financial year) Signature: COMMISSIONER: SIGNED and sworn before me at on the day of 20. The deponent has acknowledged that *he/she knows and understands the contents and that is true and correct and binding on *his /her conscience. COMMISSIONER OF OATHS Page 10 of 11

11 ANNEXURE B AFFIDAVIT Ownership Fulfillment, Voting Rights & Gearing of Shares Definition: Ownership Fulfilment occurs on the release of all black participants in a Measured Entity from all third-party rights arising from financing their transaction with the Measured Entity, or if all black Participants in the Enterprise have never been subject to any such third-party rights. (Happens when payment for the company and its shares has been made in full) Definition: Voting Right means a voting right attaching to an Equity Instrument owned by or held for a participant measured using the Flow though Principle or the Control Principle. NAME OF MEASURED ENTITY: For Broad-based Ownership Schemes, Employee Ownership Schemes, Trusts or other legal entity which holds an interest in the measured enterprise, an authorized representative of such entity can sign on behalf of the members, beneficiaries or shareholders of such entity. (For individual black shareholders directly holding an interest in the Company, each shareholder signs a declaration.) The status of my total shareholding in the companies called is as follows: Registration Number: No. of Shares % Shares % Voting Rights Value Loan Value Value Less Loan Value % % R R R % % R R R % % R R R % % R R R I, ID Number, in my capacity as *Shareholder / Fiduciary / Trustee / Director of [entity name], Declare that no claims exist against the equity interest of *myself / participants of aforementioned entity in the above Measured Entity in terms of the definition of ownership fulfilment and I therefore enjoy all voting rights and economic interest associated with *my/our shareholding. * delete that which is not applicable Furthermore I declare that the information listed above is the total of all and any of my shareholdings and I confirm that such *DOES/DOES NOT exceed the value of R (Fifty Million Rand). * delete that which is not applicable Signed : Date : SIGNED and sworn before me at on the day of 20. The deponent has acknowledged that *he/she knows and understands the contents and that is true and correct and binding on *his /her conscience. COMMISSIONER OF OATHS Page 11 of 11