-I Ł»Research ReportThe Disabilities of Chartered Secretaries in Rhodesia*A. KatzSalisburyThe professional position of charteredsecretaries in Rhodesia is an unusual one. Forin one respect the chartered secretary has anadvantage that is unique to Rhodesia, in thatsince 1968 he together with the attorney hasenjoyed a legal monopoly of preparing for afee memoranda or articles of association ofa company.This came about as a result of attempts, inthe course of amending the law relating toattorneys, to give attorneys a complete mono-poly of this activity Š the accountants havinglong agreed with the Law Society that theywould not form companies on the under-standing that attorneys in turn would notundertake the non-legal side of liquidation andinsolvency work.1 The first attempt came in1957, despite the fact that a similar attemptin Northern Rhodesia had failed the year be-fore;2 the proposal was met by 'lobbying' ofM.P.s by members of the Chartered Instituteof Secretaries and the Corporation of Secret-aries, and the Minister of Justice and InternalAffairs consequently withdrew the proposalafter an adjournment of the Second Readingof the Attorneys, Notaries and ConveyancersAmendment Bill.3 A similar situation arose in1968 but on that occasion representations weremade by the Institute of Chartered Secretariesto the Minister of Justice and evidence wasprovided by a lawyer, who had acted asexaminer to the Law Society and to the Cor-poration of Secretaries, to the effect that thesecretaries' training in income tax and the lawand procedure of meetings enabled secretariesto draft memoranda and articles of associationas well as attorneys. The Minister thereuponintroduced an amendment at the Committeestage of the Attorneys, Notaries and Convey-ancers Amendment Bill so that attorneys andsecretaries had equal rights in preparing memo-randa and articles of association for a fee.4This was the first time that secretaries hadbeen included in Rhodesian legislation and theresult of this privilege was that the CharteredInstitute of Secretaries and the Corporationof Secretaries, which' were in the process ofamalgamating, were obliged to obtain a privateAct for the regulation of the now combinedChartered Institute of Secretaries.5In other respects, however, as will be shown,the status of the chartered secretary is inferiorto that of the chartered accountant, the dis-abilities being of two types, that of status andthat of constriction of activity."The views expressed in this article are not thoseof the Institute of Chartered Secretaries and Ad-ministrators in Rhodesia.109DISABILITIES OF STATUSThe most obvious derogation of status isin respect of Employment Regulations underthe Industrial Conciliation Act, a typicalexample being the Commercial Undertaking ofSalisbury Employment Regulations.6 Theseomnibus regulations attempt to regulate avariety of activities, from hairdressing and shoerepairing to company secretaryship, trusteeshipand executorship but not accountancy; in thisway practising as a chartered secretary comesunder these regulations, being classified equallyas 'the rendering of commercial services forreward',7 not, be it noted, of professional ser-vices for a fee, a less inelegant way of puttingit. Banks and insurance companies are explicitlyexcluded from the ambit of these Regulations,and even the following categories of commercialservice, of a less established professional naturethan company secretaryship and trusteeship,are omitted from the regulations: freight cost-ing services, credit intelligence reporting, publicrelations, marketing research, computeraccounting services, printing consultancy andcommercial artistry. The Regulations also havea potential for constricting activities in thatthere are no references to conditions of student-ship and training normally applicable to pro-fessions; and it is required that the employeemust be paid the wage prescribed for that partof his work that is the most advanced, therebyreducing, instead of maximizing, any incentivefor the chartered secretary employer to try outhis trainee staff on advanced types of work.8The Accountants ActThis Act, passed in 1918 and remainingbasically unchanged until 1969,9 not only limitsthe use of the terms 'chartered accountant' and'auditor', but also restricts the term 'account-ant' to chartered accountants and persons 'em-ployed exclusively at a salary on accounts'10thereby excluding anyone else in practice fromdescribing himself as an accountant, no matterwhat his training or his qualifications. It wasnot, in fact, until 1972 that chartered account-ants of Australia and Canada and CertifiedPublic Accountants of the U.S.A. could also sodescribe themselves without obtaining specialdispensation." In 1970 a member of the Insti-tute of Cost and Works Accountants was en-abled to describe himself as 'cost accountant'or 'cost and works accountant',12 but still notas simply 'accountant', a legislatively hallowedterm, as one can see, in Rhodesia. Despitethe growing orientation toward computers anduniversities, with accounting training at gradu-ate and post-graduate levels, the restrictioncontinues to apply.Thus a chartered secretary in practice, orworking on a fee (instead of salary) basis fora group of companies, or not employed ex-clusively on accounts may not even designatehimself as 'secretary-accountant' or 'account-secretary', let alone 'accountant', whatever hisfunction or training. He may not legally replyaffirmatively when answering a telephonicquery as to whether the caller is speakingto the accountant; nor, when unemployed, mayhe use the term accountant in a 'situations-wanted' column in the press.Similarly the commonly-used designation'internal auditor' is legally restricted in Rho-desia to chartered accountants. As it happens,a number of chartered secretaries in Rhodesiahave distinguished themselves as liquidatorsand trustees of insolvent and assigned estates,frequently involving comprehensive investiga-tions and examinations,13 which frequentlyresult in prosecutions; but none of thesechartered secretaries can describe themselves asexaminers, auditors or, of course, as investigat-ing accountants.CONSTRICTIONS OF ACTIVITYIt is to be expected that restrictions in theuse of the designation 'accountant' will almostinevitably lead to restriction of function ofthose not so designated. Thus it is not per-mitted to a chartered secretary or any oneelse other than an accountant to certify theaccounts of Sports Pools'4 or the trust accountsof Estate Agents;15 and without special dis-pensation even applications for refunds of salestax cannot be handled by chartered secret-aries.15 Special dispensation can admittedly beobtained for this and other types of business,usually of a not highly attractive nature; inthe case of trade unions, employers' associationsand industrial councils under The IndustrialConciliation Act,17 and charities under theWelfare Organizations Act,18 the organisationsconcerned may apply for permission to engagesomeone suitable, like a chartered secretary.110*Ł *r *'* *~who is not a chartered accountant to certify theaccounts, but only if the organisation cannotafford the services of a chartered accountant.For similar reasons the Accountants Act wasamended in 196919 to enable not just charteredsecretaries but anyone 'without receiving anyfee or reward' to prepare or report 'on theaccounts of a club, society, institute or otherassociation not established for the acquisitionof gain' and to describe 'himself as an "honor-ary auditor" in relation to the preparation ofreporting on such accounts'; but, of course,the chartered secretary cannot then charge oraccept an honorarium.A further constriction of the activities of achartered secretary came with the Estate AgentsAct in 197O,20 which imposed a double dis-ability. On the one hand, chartered secretarieswere not favoured, as were attorneys andchartered accountants, with a specific exemptionfrom the limitations on practice as an estateagent. On the other hand, chartered secretarieswere not included wish those firms, such asbook-keeping and secretarial companies, whichcarried on estate agency and rental-collectionwork in a commercial way by such means as theuse of advertising and shop-premises. Thesefirms were recognised and registered as EstateAgents, but those who conducted propertynegotiating and rent-collecting only as part oftheir professional activities did not receive thisrecognition and registration; and it was intothis latter category that most chartered secret-aries practising independently fell and as aresult they are now severely circumscribed inconducting this sort of business.CONCLUSIONThe position of the chartered secretary issomewhat peculiar. On the one hand, he sharesa statutory privilege, with attorneys, of pre-paring articles of association for companies; butin fact this is not generally of great importancein most chartered secretaries' practice. On theother hand, he suffers from statutory restric-tions which affect his status and professionalfunctions: he may neither call himself anaccountant or auditor nor certify that he hasexamined accounts, and his business activitiesin respect of property are severely circum-scribed.In some ways such close, and restrictive,delineation of professional activities is surpris-ing in an economy as small as that of Rhodesia,where in the past the functions referred to inthis paper (and indeed others in addition) haveall been successfully concentrated in the handsof an individual. In other ways, however, thetrend of legislation to disaggregate and restrictprofessional activities is not surprising in apolitical society as small as that of Rhodesia,where access to those in power is fairly directfor sectional interests and where the representa-tion even of a well-placed or determinedindividual can often influence the shape oflegislation.REFERENCES— 4'[Southern Rhodesia,] Debates {of the Legislative Assembly, Third Session, Eleventh Parliament , . , from23rd January . . . to 19th April, 1968, Salisbury, Government Printer, 1969], 70, c.185, 25 Jan. 1968.zThe Legal Practitioners Bill, Clause 25; Northern Rhodesia, Official Verbatim Report of the Debates of theThird Session (Resumed) of the Tenth Legislative Council, 27th November-14th December 1956 (HansardNo. 90), Lusaka, Govt Printer, 1957, cc.325-6, 328, 439-40, 5 and 7 Dec. 1956.^Debates, 39, cc. 1951-6, 1959-61, 28 May 1957."ŁDebates, 70, cc.394-6, 412, 1 Feb. 1968; the Attorneys, Notaries and Conveyancers Amendment Act, No. 10 of1968, section 14(c) (amending Chapter 209, section 24(1) ).^Chartered Secretaries (Private) Act, No. 35 of 1971; the merger had taken place on 1 Jan. 1970.sRthodesia] Government] N[otice], No. 108 of 1973.ilbid., section 3 (3).elbid., section 4 (12, 13).9Chapter 206; Accountants Amendment Act, No. 47 of 1969.t°Ibid., section 19.1'R.G.N., No. 940 of 1972.IllizR.G.N., No. 593 of 1970. The change of the name of the Institute to 'Cost and Management Accountants'necessitated a modification to this regulation; see R.G.N., No. 38 of 1973. It is interesting, however, to notethat in case of this branch of the profession, it was apparently not thought necessary, as it was with charteredsecretaries, to enact legislation to define and control it.isThis should not be surprising in view of the fact that membership of the Chartered Institute of Secretariesis an acceptable qualification for the post of Bankruptcy Examiner in the British Board of Trade, andthat of Income Tax Examiner in the Rhodesian Income Tax Department.spools Control Act, No. 51 of 1960, section 8.isEstate Agents Act, No. 8 of 1970; R.G.N., No. 975 of 1970, section 15.16R.G.N., No. 494 of 1964."Act No. 246 of 1959, sections 47 (16), 79( 2).IBAct No. 63 of 1966, section 19.'^Accountants Amendment Act, No. 47 of 1969, section 14.2oAct No. 8 of 1970.112