The Appellant was a member of the Institute of Chartered Secretaries and Administrators in Zimbabwe and a registered public accountant, serving as managing director of Chiro Consultants (Pvt) Ltd. On 1 August 2003, the Respondent advised the Appellant that it had received a report that Chiro Consultants had issued three audit certificates to companies when they were not registered as public auditors. The Respondent received another report that on 31 August 2003, Chiro Consultants issued an audit certificate to MM Trading Company (Pvt) Ltd. The Appellant confirmed the issuance of audit certificates, apologized, withdrew the certificates, and gave assurances it would not happen again. He was subsequently charged with contravening bye-law 56.6 of the Institute of Chartered Secretaries and Administrators of the United Kingdom Bye-laws of 1999 and the Royal Charter (ICSA), which makes it misconduct for a member to behave in a way which might bring discredit on the institute. The Divisional Disciplinary Committee found him guilty and ordered suspension for two years and withdrawal of his practising certificate. The International Disciplinary Tribunal in London upheld the conviction on 11 August 2004. The Appeals Tribunal altered the sentence to a six-month suspension and a penalty. The Public Accountants and Auditors Board upheld the Appeals Tribunal's decision on 1 June 2005.
The conviction and sentence under the Institute of Chartered Secretaries and Administrators Charter and Bye-Laws of the United Kingdom were set aside with costs.
Disciplinary proceedings conducted under the bye-laws and charter of a foreign professional body (ICSA of the United Kingdom) that have not been incorporated into Zimbabwean law through the proper legislative process are void ab initio and constitute a nullity. By-laws governing professional conduct do not have legal effect in Zimbabwe until they have been approved by the Minister and published in the Gazette as required by statute. Where legislation provides for specific constituent bodies and their disciplinary frameworks, charges must be preferred under the applicable domestic legislation, not under foreign rules that have no legal force within the jurisdiction. Courts have the power and duty to raise jurisdictional issues mero motu and set aside invalid proceedings even when such grounds are not included in the notice of appeal.
The court noted that it would be "unpardonable to ignore the proved fact of invalidity merely because it is not raised in the notice of appeal" as this would mean the court would ensure that justice will not be done and would thereby ignore its fundamental duty. The court also observed that although the principle from S v Prinsloo was from a criminal case, the same approach should be adopted in civil cases where an act of glaring invalidity is apparent on the papers before the court, as refusing to declare such an act null and void on technical grounds would be to ignore the court's fundamental duty to see that justice is done.
This case establishes important principles regarding the application of foreign professional regulatory frameworks within Zimbabwe. It confirms that professional disciplinary proceedings must be conducted under properly incorporated and gazetted legislation to be valid. The case emphasizes the supremacy of domestic legislation over foreign professional body rules and reinforces that courts have a duty to identify and set aside invalid proceedings even when not raised by the parties. It is significant for professional regulation, demonstrating that membership in an international professional body does not automatically subject members to that body's foreign rules unless those rules are properly incorporated into domestic law through the requisite legislative process.