The independent non-executive director

An independent director.  Who is it? When are you truly independent of the company and/or other members of the board? The following definition of a person who is an independent director on the board of an entity, is reproduced with consent from Ratings Afrika. Independent director: The term an independent director in our opinion is […]

Disclosing director remuneration – what you need to know

The requirement for disclosing director remuneration have become more extensive ….. Section 30(4) of the Companies Act 2008 deals with the requirements for disclosing director remuneration.  Every company which is required to have its annual financial statements audited in terms of the Act, needs to comply.  Its annual financial statements must disclose remuneration received by each […]

Company records: who has right of access?

Right of access to company records is often raised as an important issue by third parties. Questions such as: which company information must be made available, who are those persons who may gain access, and the procedures to follow to obtain the information. The Companies Act is quite clear on this matter and unless a […]

The Bidvest Group: Re-appointment of auditor

The upcoming AGM of The Bidvest Group raises an important issue. Resolution 3 to be voted on by shareholders deals with the appointment of PwC as auditors, and carries a note to the effect that its re-appointment as auditor each year would in future be automatic. Shareholders will not be asked to vote on the matter, […]

Sasol: the not-so-small matter of fatalities

Theo Botha proposed to the remuneration committee chairman at the Sasol AGM held on 16 November 2018, that the key performance indicators relating to fatalities – underpinning executive remuneration – which has a 5% weighting, be increased to fairly reflect the critical importance of avoiding fatalities. The chairman responded by indicating that the weighting was […]

Tsogo Sun: The Second Joker in the Pack

… and SABMiller has promised its support already! During the South Sea Bubble around 1720 one company issued a prospectus that contained the illuminating description of itself as “a company for carrying out an undertaking of great advantage, but nobody to know what it is” (Charles Mackay, ‘Extraordinary Popular Delusions and the Madness of Crowds’, […]

The South African Companies Amendment Bill 2018

The long awaited South African Companies Amendment Bill (Bill) was published on 21 September 2018 for comment. Substantial changes to the South African Companies Act 2008 (Companies Act), which became law in 2011, have been proposed. Comments may be submitted to the SA Department of Trade and Industry by 20 November 2018, and we encourage business to consider […]