Corporate governance in South Africa differentiates between non-executive directors (“NED”) and independent directors (“ID”) of companies. An ID is defined as a person who has no interest, position, association or relationship with the company or its executives. NEDs by definition are neither full-time executives nor IDs. We will refer to both of these as NEDs read more..
Internal pressure is a pervasive threat to the internal audit's objectivity. Nothwithstanding this, the internal audit function of larger enterprises is critical for assessing the maintenance of good governance. It provides the audit committee and the board with a clear, unfettered view of internal compliance with company policies. Few people are aware that amongst internal read more..
No clear guidelines defining B-BBEE fronting practices have been available since the Broad-Based Black Economic Empowerment Act 53 of 2003 as amended ("B-BBEE Act") became law. Despite this, the criminalisation of fronting practices adds to the seriousness of this issue for both existing and future B-BBEE initiatives. A useful guideline on the "fronting practice" definition read more..
Considering shareholders' resolutions at AGMs is allowed in terms of the Companies Act ("Act"). The Act grants shareholders wide powers to propose such resolutions. Requirements of the Act The following requirements apply - and we also outline a number of recommendations to be followed in this regard: Section 65(3) - Any two shareholders of a read more..
It is important to note that unalterable provisions pitch the MoI vs the Companies Act. The latter will always prevail over provisions of the company’s MOI. What are the alterable provisions? Cliffe Dekker Hofmeyr ("CDH") noted that "proxy appointments are a critical tool to ensuring that meetings proceed and decisions are made, where shareholders/members cannot read more..
South Africa’s Companies and Intellectual Property Commission (“CIPC”) introduced a new requirement with effect 1 January 2020. This must be done at the same time when lodging annual returns. It is a Compliance Checklist and it's a mandatory submission to be made. All companies regardless of size or activity must file it. However, close corporations and read more..
How have businesses structured their compliance with PoPI? Everywhere you turn you find companies offering you a download of something in exchange for your contact details. Social media companies collect more data than ever before, and analytics is turning that information into a competitive advantage for them. To protect your data privacy yet enable businesses read more..
The processing of personal information is an important compliance matter for all businesses these days. By now most people know that the Protection of Personal Information Act 4 of 2013 (the “PoPI Act”) is the law with effect 1 July 2020. Every public and private enterprise has to comply, and a grace period of 1 read more..
Managing personal conflicts of interest in the workplace is not receiving enough attention. Do you have a program to manage potential areas of conflict of interest? Does your company have a policy to counter conflicts of interest? Who is responsible for its oversight? Areas where potential conflicts of interest could occur Here are a number read more..
I fear that many private sector businesses have not yet published the prescribed Manual as required by PAIA. Has your company done so? The PAIA The Promotion of Access to Information Act 2 of 2000 as amended ("PAIA") in Section 51 requires the head of each private body to compile and publish a Manual of read more..