Brewing a cuppa for a good cause
SA can turn a daily caffeine habit into a powerful tool for combating climate change and promoting sustainability
By TARYNN DAVIES ENS
Caffeine is often considered the fuel that powers the workplace with coffee being one of the most popular sources
Globally, more than two billion cups of coffee are consumed daily In SA alone, an estimated three billion cups are enjoyed annually However few consider the environmental impact of the coffee industry especially the significant waste generated throughout its production and consumption
The journey from bean to cup is resourceintensive and wasteful Substantial waste is produced at every stage from cultivation and processing to brewing and serving Most notably used coffee grounds from cafés and restaurants often end up in landfills, where they decompose and emit methane a greenhouse gas far more potent than carbon dioxide
Vicious cycle
This creates a vicious cycle: the high demand for coffee leads to increased waste and emissions, which in turn exacerbate climate change Climate change then threatens coffee production itself as rising temperatures and shifting rainfall patterns reduce the suitability of traditional coffee-growing regions Farmers are forced to move crops to higher altitudes or adopt alternative agricultural
techniques, but these are not permanent solutions SA s National Environmental Management: Waste Act 59 of 2008 (Nemwa) provides the legislative framework for waste management The act defines “waste” as any substance discarded unwanted or surplus, including business waste such as coffee grounds Importantly, Nemwa places a duty of care on all waste generators including businesses to avoid generating waste where possible and to minimise re-use recycle or recover waste when it is generated Section 16 of Nemwa requires businesses to take all reasonable measures to manage waste in a manner that does not endanger health or the environment
Further the National Norms and Standards for Organic Waste Composting encourages the diversion of organic waste, such as coffee grounds, from landfill through composting, recycling and other forms of beneficiation Sadly the costs associated with diversion of organic waste are currently more expensive than conventional disposal to landfills This regulatory environment supports innovative approaches to waste management, such as converting coffee waste into value-added products
Rather than viewing coffee waste as a liability it can be transformed into valuable products that contribute to sustainability Technologies now exist to convert coffee waste into biofuel, biosugar, bio-oil and biosorbents Each of these products
offers unique environmental benefits:
● Biofuel used as a substitute for petrol or diesel biofuel can power vehicles generate electricity or provide heating In the UK public buses already run on B20 a biofuel derived from recycled coffee grounds For every litre of coffee oil, five litres of B20 can be produced, resulting in a 15% reduction in carbon emissions compared to conventional diesel
● Biosugar this can be used to enhance plant growth by providing energy and essential minerals to the soil
● Bio-oil when geologically stored, bio-oil traps carbon dioxide underground preventing its release into the atmosphere Alternatively it can be used as a source of green energy
● Biosorbents these materials can remove toxic contaminants from water sources, offering a solution to water pollution SA s energy sector is heavily reliant on fossil fuels making the transition to biofuels both an environmental and economic imperative In this context, it is important to note the recent draft Climate Change Regulations, which list food and beverage production as a regulated activity
Projects that convert coffee waste into biofuels could therefore assist companies in this sector to offset some of the costs associated with the carbon tax and support the development of mitigation plans
Cautionary tales ... when lawsuits become investment assets
By STUART PRINGLE
public, b) in a “store of value” or “payment account” , c) to facilitate the transfer of funds or to enable payments, such activities would be deemed not to constitute the business of a bank in terms of the Banks Act
However the Draft Exemption Notice is only applicable if certain stringent safeguards are met, which are set out in the Draft Directive In terms of the Draft Directive any entity bank or non-bank that wants to conduct the exempted activities must apply for authorisation
Applicants must give the Bank detailed information regarding their governance, capital, risk controls, data protection and how they will keep client funds safe Key provisions in the Draft Directive include:
● Minimum capital and liquidity requirements;
● Limits on earning interest on customer funds; and
● Conduct rules for agents, outsourcing and business continuity plans Furthermore although exempted entities will avoid Banks Act regulation they will still face the Bank’s supervision, on-site inspections and regular reporting requirements The Bank may order corrective steps, vary or cancel authorisations or withdraw the exemption entirely In short even small specialised payment businesses will need strong governance and risk management frameworks, and will be subject to rigorous regulatory oversight Nevertheless if adopted in their current form the two draft instruments will redraw the line between banking and non-bank payment services The new framework would remove the need for a banking licence to conduct the listed activities, and would create a tailored authorisation and prudential regime in its place
Issuance of blue bonds to help address water crisis
Clear potential for their application in tackling SA’s water infrastructure challenges
By LERATO NKANZA & HEMAL HEERALAL Webber Wentzel
Water scarcity is a growing global concern affecting the lives of millions In SA limited supplies of usable water compounded by ageing national provincial and municipal water infrastructure, continue to impact the daily lives of individuals and businesses across the country Service delivery pressures increasing demand on the state and delays in completing key projects have added further complexity
There is a growing need for solutions that are both economically viable and socially responsible
Addressing these challenges will require coordinated financial solutions driven by collaboration among stakeholders
The evolution of the bond market has seen the development of green bonds, which are financial instruments designed to channel capital toward projects that address environmental and climaterelated challenges
The first green bond was issued by the World Bank in 2008 Since then the Green Bond Principles, developed by the International Capital Market Association, have provided a structured framework for financing projects with clear environmental benefits
Within this broader category blue bonds have emerged as a subset of green bonds According to the International Finance Corporation (IFC), blue bonds are debt instruments that finance projects aimed at improving sustainable water management Blue finance is explicitly linked by IFC to two United Nations Sustainable Development Goals (SDGs): SDG 6 (Clean Water and Sanitation) and SDG 14 (Life Below Water)
Given the urgency of addressing SDG 6, proactive measures are required in SA to mitigate the threat of water scarcity and ensure reliable access to clean water Blue bonds present a viable solution to channel funding into restoring and expanding SA s water infrastructure These instruments may be used to finance initiatives such as the research design development and implementation of efficient water supply and treatment solutions There is clear potential for their application in tackling the country’s water infrastructure challenges
In line with the IFC s Guidelines for Blue
Finance there are suggested criteria that blue bond issuances are encouraged to meet These serve as guidance to help ensure alignment with recognised principles, rather than strict requirements
Most green bonds today are issued in line with the Green Bond Principles which also apply to blue bonds as a subset The Green Bond Principles are structured around four core pillars:
● Use of proceeds the funds raised must be allocated to eligible projects that address sustainable water management This includes initiatives focused on water supply and sanitation infrastructure
● Process for project evaluation and selection issuers should clearly outline how eligible blue projects are selected and evaluated
● Management of proceeds proceeds from the blue bond issuance must be tracked and managed separately to ensure that they are allocated only to eligible projects
viable without compromising food security energy access, responsible resource use or climate resilience When implemented effectively, these can deliver wide-reaching benefits to local communities investors and policymakers
● Adherence to internationally recognised environmental and social standards projects financed through blue bonds should indicate alignment with internationally recognised sustainability standards such as the IFC Performance Standards and the World Bank Environmental Health and Safety Guidelines These benchmarks ensure transparent and responsible management of environmental and social risks and help bolster the credibility of blue bond projects among sustainability-focused investors
● Applying industry and product-specific standards where applicable, issuers may also apply industry-specific or product-specific standards to ensure that blue bond investments exceed national regulatory requirements
A path forward with blue bonds The issuance of blue bonds is more administratively demanding than that of traditional green bonds which only require alignment with the Green Bond Principles However the environmental and social value of blue bonds often outweighs the additional effort required As SDG alignment and adherence to sustainability
The dangers of poor estate planning are not confined to Africa International precedent underscores just how
● Reporting regular reporting on the use of proceeds and the impact of the funded projects is expected Transparent and rigorous reporting is key to avoiding “blue washing” and allows impact investors to monitor the effectiveness of water resource management and evaluate investment performance
● Alignment with the SDGs projects financed by blue bond proceeds should support SDG 6 (Clean Water and Sanitation) without causing material risk to other SDGs particularly SDG 2 (Zero Hunger) SDG 7 (Affordable and Clean Energy) SDG 12 (Responsible Consumption and Production) and SDG 13 (Climate Action) This means the design, implementation and outcomes of blue bond projects should be environmentally sustainable socially inclusive and economically
blue bond issuance enhance transparency and oversight giving investors greater confidence in how funds are managed Blue bonds present an opportunity to mobilise capital and strengthen governance in support of sustainable development In SA, they could play an important role in addressing the water
and
damaging the absence of a will or trust can be: ● Prince the musician died in 2016 without a will His estate valued at more than $150m, has been locked in a protracted legal battle for years, with lawyers and administrators
EVAN PICKWORTH EDITOR LAW & TAX REVIEW /123RF
Compliance wake-up call for businesses
By NAFIISAH JEEHOOBowmans Mauritius
IRecently
The FCCA adopts a broad definition of a legal person encompassing any entity that is not a natural individual, including private entities This expansive scope ensures virtually every business structure in Mauritius falls within its regulatory scope Those affected range from public and private companies to partnerships trusts and foundations Legal persons, regardless of industry or size, are now not only subject to oversight but are also required to implement robust internal controls and preventive measures aimed at combating serious offences (including corruption money laundering, fraud and the financing of drugrelated criminal activities) as set out under part 3 of the FCCA
This marks a shift from the previous regime which focused primarily on banks and financial institutions That said, the level and complexity of compliance will vary The FCCA adopts a riskbased approach, meaning that legal persons must calibrate their compliance efforts according to their nature size business activities and exposure to financial crime risks
A large corporate group with cross-border operations will naturally face more stringent expectations than a small domestic partnership However minimum standards such as adopting a compliance policy and appointing a designated officer, apply across the board Compliance is not optional, and legal persons must be able to demonstrate they have adopted and are actively enforcing the new guidelines
Core areas of the guidelines
The new guidelines establish five core guiding principles that should underpin the compliance framework of every legal person:
● Top-level commitment senior management must set the tone for ethical conduct by establishing and fostering integrity and a robust governance and control framework to prevent the commission of offences
● Risk assessment legal persons must conduct thorough and regular risk assessments to identify the areas where the entity is most vulnerable to financial crimes, and prioritise higher risk areas
● Controls and prevention adequate controls must be established thorough due diligence reporting systems ownership transparency and transaction monitoring
● Monitoring and enforcement legal persons are required to conduct systematic reviews and audits of their procedures and enforce disciplinary measures for breaches
● Training and communication staff and partners must be trained with the know-how to spot risk areas and communicate policies clearly Gifts, hospitality and promotional policy
The guidelines also emphasise the risk surrounding gifts, hospitality and promotional expenses being used as a means of bribery Along this line legal persons are encouraged to adopt clear policies
Draft Tax Bill 2025: proposed amendments warrant scrutiny
What are the implications for preference share funding structures?
By WALLY HORAK JAN KRUGER AMANDA JONES
& MICHAEL RUDNICKI Bowmans
The National Treasury’s publication of the 2025 Draft Taxation Laws Amendment Bill and the accompanying explanatory memorandum on August 16 2025 introduces significant revisions to the hybrid-equity rules in section 8E of the Income Tax Act 58 of 1962
Because many banks and other financial institutions participate as preference shareholders in funding transactions the proposed changes warrant careful consideration
Further almost all BEE transactions several renewable energy transactions and many other acquisition and M&A transactions are funded through these instruments and the implementation of this proposed legislation would have an immediate impact on existing transactions as the cost of funding will materially increase It will also stifle any similar proposed transactions
It is stated that the principal policy objective underpinning the draft legislation is to ensure the tax character of an instrument reflects its economic substance Treasury considers certain preference shares, although issued in legal form as equity function economically as debt and therefore produce tax outcomes misaligned with their substantive risk and return profile
To address this concern, the bill proposes to redefine the terms “financial instruments” and hybrid equity instrument in section 8E so that it captures a far wider range of arrangements than those currently within scope
First the draft redefinition would include within the concept of a hybrid equity instrument any share or financial instrument (as redefined) that is or would be in the future recognised in the hands of the issuer as a financial liability for International Financial Reporting Standards (IFRS) purposes
In other words the issuer’s legal form is no longer determinative; if, applying the IFRS classification principles, the instrument is treated as debt in the annual financial statements of the issuer it will constitute a hybrid equity instrument for income-tax purposes for the holder
The explanatory memorandum explicitly states that the tax legislation is leveraging the rigorous classification principles of IFRS to align tax outcomes with economic reality However the tax treatment will still not align with the accounting treatment, which treats the instrument as debt both for the holder and the issuer
Redemption test deletion
Second the amendment proposes to delete the current three-year redemption test under which a preference share is only a hybrid equity instrument if the issuer is obliged to redeem or the holder has a right to claim redemption within three years of issue Once the time-based safe harbour is repealed any instrument that is classified as debt under the IFRS, regardless of its
contractual tenure will fall within section 8E Consequently, the dividend yields on these instruments will be re-characterised as income (not interest) in the hands of the holder However the issuer s distributions will not be treated as interest notwithstanding the re-characterisation of the instrument as debt
The practical effect of these changes is that most commercially issued preference shares are expected to fall within section 8E once the amendments become operative Most preference share funding structures rely on contractual redemption obligations together with dividend distributions Therefore, distributions paid after the effective date will no longer be exempt dividends in the hands of recipients but will instead be subject to normal income tax and the issuer will not be entitled to any deduction for the payment of the dividends Treasury has invited public comments on the draft legislation by September 12 2025 and it is anticipated the proposed amendments will elicit robust opposition from industry participants
By
Don’t leave matters to chance when you die
Take advantage of National Wills Week to draft your will and leave your legacy
By YUMNA EDERIES & MZOXOLO NHONHO ENS
National Wills Week, which is coming up in September, is an important initiative aimed at raising awareness about the significance of having a valid last will and testament It provides an opportunity for individuals to have their wills drafted for free by participating attorneys This initiative is crucial because a large percentage of adults die without a will which can lead to complications arising in estate distribution and potential family disputes
Having a valid will in place will ensure that your assets are disposed of in accordance with your wishes after your death The act of drafting a will holds far greater power than leaving matters to chance It ensures your final wishes are respected and offers peace of mind and clarity both for you and those you care about most
To some, the process of drafting a will brings a sense of peace and may offer relief To others the topic may evoke a sense of sadness and it is something that they would rather avoid However avoiding the conversation does not change the reality of life
Some things in life are universal our role in paying our dues (taxes) and the quiet certainty of a life s end We prepare diligently for tax season consulting with experts gathering documents and ensuring all is in order To avoid leaving a heavy burden on your loved ones, the same kind of forethought and commitment should go into drafting a will The first step in breaking any stigma or misconception is recognising the significance of the document and the profound impact it can have on your family, friends and loved ones
A will should clearly address key aspects to ensure your estate is administered according to your last wishes including specifying marital status and, if married, indicate the applicable marital regime, as this will determine how the estate is distributed The document should also appoint an executor and where necessary a trustee to manage the administration and winding up of the estate
Furthermore, it should outline the distribution
of both movable and immovable assets identifying any specific beneficiaries such as individuals, trusts, charities or organisations
These assets may include property, vehicles, jewellery investments savings insurance policies and other valuables Finally if there are minor children involved the will should include the appointment of a guardian to see to their care and welfare
The following are the requirements for a valid will:
● The testator must be 16 years or older
● It must be in writing It can be written, typed or printed
● The testator must be of sound mind and thus mentally capable of appreciating the nature and effect of their actions
Testate
A died on July 30 2025 A was survived by her spouse B and two children C and D The value of A s estate amounted to R500,000 In her valid will, she bequeathed R300 000 to her spouse B R100 000 to child C and R100 000 to D A also nominated B as the executor of her estate What will happen to A’s estate? Before the estate is distributed the matrimonial consequences of their elected marriage regime will take place Then A s estate will be distributed in terms of her will
Intestate
Should you die without leaving a valid will, your assets will be distributed according to the provisions of the Intestate Succession Act The provisions of this act are generally fair and ensure your possessions are transferred to your spouse and children and, where applicable, to siblings, parents and if required then to the extended family in terms of degrees of relationships and those dependent on you for financial support
Should you die intestate:
● Your assets may not be left to the person of your choice
● It can take a long time to have an executor appointed The executor who is appointed may be somebody you may not have chosen yourself
What are your rights to preservation before an executor is
appointed?
By ANTHONY FINEBERG PKF Octagon
● The testator must have entered into the drafting of the will voluntarily and not under duress or coercion
● If the will consists of more than one page then the testator must sign each page of the will
● The signature of the testator must be made in the presence of two competent witnesses
● The signature of the witnesses must be in the presence of the testator
● Where a testator signs with an X or via a thumbprint a commissioner of oaths needs to be present and certification formalities will be applied
The following is a hypothetical example juxtaposing dying intestate versus testate It should be noted that both scenarios are governed by different pieces of legislation namely The Will Act 7 of 1953 and the Intestate Succession Act 81 of 1987
● There can be additional and unnecessary costs
● There can be unhappiness and conflict among members of your family because there are no clear instructions on how to distribute your assets
A died on August 1 2025 without leaving a valid will He is survived by his spouse B, and one child
C His estate amounted to R500,000 What will happen to A s estate? It will devolve in terms of the Intestate Succession Act His spouse B will inherit R250 000 (child’s portion) and his child C will inherit R250,000 Take the first step by participating in National Wills Week this year It is a valuable opportunity to have your will drafted professionally at no cost
Protect your legacy and provide your loved ones with the clarity they deserve
-Reviewed by Natasha Wagiet Pro bono Manager
exception, in its purest form, first requires an executor to be in place and then further requires intolerable or impeachable conduct by the executor before the right to act on behalf of the estate accrues to an interested party
As it stands, the applicant is therefore entitled to take steps to preserve the estate assets pending the appointment of the executor
In this case however no evidence was adduced that established the second and third respondents had acted in any improper way whatsoever
The court therefore found only against the first respondent drawing funds from the business other than that entitled to under ordinary employment
It is also clear the relief claimed can only endure until the executor is appointed The duty to preserve, realise and distribute estate assets would then be the executor s
This case shows the challenges that often arise in practice when business and inheritance interests intersect Fortunately, the law offers a rational solution
Common pitfalls when drafting a will
By JAKO FOURIE
at the time of its execution
● Signature of testator The will must be signed by the testator at the end of the document or by another person on their behalf, in their presence and at their direction Where a will consists of multiple pages each page of the will must be signed by the testator
● In writing
The will must be in written form,
either typed or handwritten
● Witness requirements
The will must be signed in the presence of at least two competent witnesses who must also sign the document in the presence of the testator and one another A competent witness is someone 14 years or older who is not disqualified from giving evidence in court
● Special provisions for marks or assisted signatures
If the testator signs by making a mark or another person signs on their behalf a commissioner of oaths must certify that the testator’s identity was verified and that the document reflects the testator’s true intentions The commissioner must sign each page of the will
Failure to comply with these requirements may render a will invalid
However, in certain circumstances a court may condone a defective will under section 2(3) of the act provided the court is satisfied that the document was indeed intended to be the testator’s final testament When drafting a will, it is important to avoid common pitfalls that could render the will invalid Some common mistakes include the omission of signatures by the testator and witnesses as well as beneficiaries acting as witnesses Another important
consideration is the inclusion of a revocation clause, especially if the testator has previously drafted a will
This clause serves to formally cancel previous wills drafted by the testator helping to prevent disputes or ambiguity regarding the testator’s true intentions
What happens if you die without a valid will?
A common misconception is that where a person dies intestate (without a will), the state automatically inherits the estate This only occurs where the deceased has no qualifying relatives When someone passes away intestate, their estate is distributed according to the Intestate Succession Act 81 of 1987 (Intestate Act) This piece of legislation prioritises the deceased s spouse and descendants followed by parents siblings and other blood relatives In the case of a marriage in community of property, the joint estate is divided upon the death of one spouse The surviving spouse automatically acquires their one-half share of the joint estate and the deceased s half-share will devolve according to the rules prescribed for the hierarchy of beneficiaries Below are examples illustrating how the Intestate Act is applied in different scenarios
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Poor performance more than just all in the mind
Court upholds dismissal for poor performance despite employee’s mental health concerns
By SIAN GAFFNEY & ALEXANDRA HOEK Bowmans South Africa
By BRADLEY WORKMAN-DAVIES Werksmans
These cases require an employer to conduct a thorough assessment of the matter to determine the root cause of the poor performance and strike a delicate balance between addressing these concerns while remaining sensitive and supportive of an employee’s mental wellbeing
The labour court, in the recent judgment of Abels v University of Stellenbosch and Others (C362/2023) [2025] ZALCCT 43 (July 4 2025) had to determine the fairness of a dismissal of an employee for poor work performance in circumstances where the employee was diagnosed with depression, and whether the employer managed to strike this balance in the steps it took to dismiss him
Mr Abels (employee) was employed by Stellenbosch University (university) as a faculty administrator, which is considered a senior position He was dismissed by the university for poor work performance Prior to his dismissal the university conducted a thorough performance management process which included providing the employee with ongoing support, documented performance discussions and the implementation of a performance improvement plan (PIP) The employee referred an unfair dismissal claim to the Commission for Conciliation Mediation and Arbitration (CCMA)
During the arbitration proceedings, the employee admitted he had performance concerns but challenged the substantive and procedural fairness of his dismissal on the basis that his poor performance was caused by his depression In this regard, he alleged the university had dismissed him for reasons based on his ill health and not due to poor performance rendering the dismissal unfair He also alleged that the university failed to adequately accommodate his mental health condition or follow an ill health process
The commissioner was not satisfied that the true reason for the employee s dismissal was his mental health The commissioner considered the judgment in Legal Aid SA v Jansen where the Labour Appeal Court (LAC) held that in cases such as these, the onus rests on the employee to demonstrate a direct causal link between his
mental illness and inability to perform The commissioner held that there was sufficient evidence of poor performance by the employee over a prolonged period which he never disputed and that such poor performance had started long before the employee’s depression diagnosis
Further, the commissioner found that the university had considered the employee’s mental health challenges and made many attempts to accommodate the employee including considering alternatives and providing support and as such followed a fair process
The commissioner also relied on the LAC decision of Somyo v Ross Poultry Breeders (Pty) Ltd, which dealt with the principle that the normal procedure regarding poor work performance may in certain instances be dispensed with in the case of senior employees
The commissioner found that the employee occupied a senior position and was therefore aware of his duties and the performance standards required of him
The employee took the arbitration award on review to the labour court In considering the award, the labour court found that the commissioner had not erred on the facts or law
and the employee had failed to prove that the commissioner’s decision was unreasonable based on the evidence before him
The commissioner duly considered whether the primary reason for the employee s dismissal was poor performance or his mental illness In this regard, the employee failed to present compelling evidence that his depression affected his conative ability and that he was dismissed as a result of his illness In the circumstances his continued poor performance was a valid reason for dismissal
While employers are required to take steps to reasonably accommodate employees who suffer from mental illness in the workplace especially where such illness may be linked to their poor performance the onus remains on the employee to provide sufficient evidence to prove that their mental illness was the primary cause of their poor performance and that the employer failed to reasonably accommodate them
It is important for employers to establish the true reason for performance concerns by employees, and have a clear, evidence-based approach to managing poor performance, particularly where there is a potential link to mental illness This requires a delicate balance between addressing the performance concerns and remaining sensitive and supportive in relation to the employee’s mental wellbeing
This case also reaffirms the principle that the threshold for procedural fairness (including counselling training guidance warnings and so on) may be lower for senior employees who are aware of, or ought to be aware of, their performance expectations
The internet of hackable things
BRACHER COLUMNIST
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