Lexis^® Practical Guidance: Corporate Governance

Critical, up-to-date Corporate Governance practical aids and guidance.

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Why Lexis^® Practical Guidance: Corporate Governance?

Users get direct access to critical, up-to-date information and guidance that they can rely on.

Lexis^® Practical Guidance Guidance Corporate Governance is an essential, online tool that guides legal advisors, company secretaries, risk managers and directors on how to comply with their statutory obligations and ensure that corporate decisions are in line with best practice.
Lexis^® Practical Guidance Corporate Governance focuses on the practical issues relating to the Companies Act including monitoring risk and compliance, highly regulated companies, financial reporting and auditing, JSE listings, King III reports, as well as environmental concerns. Important legal considerations such as disclosure of information, corporate governance, whistle-blowing and money laundering are also covered.
This practice area is prepared and regularly updated by expert authors, helping new professionals quickly obtain a working knowledge of all key objectives that are required of them, and ensuring that experienced professionals remain up to date with need-to-know information and legislative changes. Time-saving templates and detailed checklists are also provided, assisting users in meeting their responsibilities with greater efficiency and accuracy.

With Lexis^® Practical Guidance: Corporate Governance you get:

Convenient online access to:

41 Topic Overviews and over 115 Guidance Notes
More than 120 Forms, Precedents and Checklists – ensuring not a single step is missed
Legislation & Case Law – access to relevant cases at the click of a button
Practice Directives – practical advice on how to interpret the rules of court
80 Other useful resources such as external websites and additional readings

Guidance on each step taken in Corporate Governance:

Corporate governance in South Africa
Role, rights and representation
Shareholder protections and actions
Company secretarial "how to's"
Protection and disclosure of information acts
Takeover regulations
King report
JSE

The social, ethics and audit committees
Monitoring risk and compliance
Unlawful activities and whistle blowing
Financial reporting
Financial auditing
Environmental legislation
Ethics
Mergers and acquisitions in South Africa
Restructuring

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Table of Contents

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Guidance Notes

Useful reference material that offers direct access to relevant case law, legislation and commentary works, and practical know-how on specific aspects of public labour law.
A few key guidance notes are outlined below. The full list can be viewed in the complete table of contents.

	Notices, minutes and resolutions This guidance note covers all the essentials when it comes to dealing with the administration requirements relating to board meetings. This includes explanations of: How to convene and minute board and shareholder's meetings Who can call meetings and what actions can be taken. How to obtain shareholders' resolutions How to approve financial assistance How to communicate through SENS.
	Who has the power to run a company? This guidance note covers how a company makes decisions, what the powers of the board are and how these powers can be delegated. It explains board resolutions to delegate power and how to create and empower a board committee. It also includes a checklist of common restrictions on board powers so that users know what to look out for to ensure compliance.
	Proxies and other shareholder representatives This guidance note explains why proxies are used and how they are appointed, as well as other types of shareholder representatives that can be appointed. It also includes helpful resources, such as templates of: The proxy instrument Sample clauses for representatives A board resolution, designating a shareholder representative A proxy for general, annual general or separate class meeting.
	Risk management for transactions This guidance note highlights the key provisions in the Companies Act 71 of 2008 that boards need to be familiar with. It also includes a transaction checklist that lists: Common transactions Relevant sections from the Act What actions need to be taken to ensure compliance.

Practical Aids

Precedents, checklists and forms that can be used to offer advice confidently and execute tasks accurately.
A few key resources are listed below. The full list can be viewed in the complete table of contents.

Board resolution to create and empower a board committee:

a template of the formal resolution that ensures a power has been delegated correctly.

Checklist on personal liability of directors:

Covers the circumstances in which a director may be personally liable.
Includes the relevant reference from the Companies Act.

Memorandum of incorporation:

Outlines the rights, duties and responsibilities of shareholders, directors and others within a company.

Letter applying for exemption from takeover regulations:

A template of the request to exempt a transaction from the Takeover Regulations.

Consent letter:

a template for each of the parties who are required to consent to the transaction being exempted from the Takeover Regulations.

Table of company secretarial duties:

A summary of the duties that a company secretary needs to fulfil.

	Authors

	Simon Watson		Keren Watson
	_{LLB, LLM (University of KwaZulu-Natal)} Partner, Cox Yeats Simon Watson is a Partner in the Commercial Team at Cox Yeats, with a background in corporate and tax law. He is qualified as both a South African and an Australian lawyer, and has extensive experience in commercial law and litigation. Simon advises on a wide range of commercial matters and has acted in a number of private capital and disposal of business transactions both on the sell-side and buy-side.		_{LLB (Summa Cum Laude) (University of KwaZulu-Natal, PMB)} Partner, Cox Yeats Keren Watson is a Partner at Cox Yeats, practising in the Commercial Law department. Keren has a background in assisting foreign clients in establishing operations in South Africa and has experience in drafting and negotiating commercial agreements and memoranda of incorporation. Keren assists clients with corporate restructuring and often gives presentations and advice on consumer protection law, company law and general business law issues.

	Jenna Padoa		Jason Goodison
	_{LLB, LLM (Summa Cum Laude) (University of KwaZulu-Natal)} Partner, Cox Yeats Jenna Padoa is a Partner at Cox Yeats, and a specialist in corporate law, competition law and environmental law. Her expertise includes mergers and acquisitions, merger notifications, corporate finance and re-organisations, general company law and black economic empowerment transactions. Jenna has a keen interest in environmental law and advises clients on all aspects of environmental compliance, including environmental authorisations, water law and waste law compliance. Jenna also advises on commercial transactions and contracts.		_{BSocSci, LLB (Cum Laude) (University of KwaZulu-Natal)} In addition to Jason Goodison graduating cum laude, he was also awarded a Phatsoane Henny Group Medal. Jason now practices in the Commercial Law team and is a Partner at Cox Yeats. Jason has a strong commercial law background and has acted for medium to large size companies, including listed companies. In addition to general commercial law, he specialises in commercial litigation, environmental law and is also experienced in mining law.

	Charmaine du Preez
	_{BLC (Cum Laude), LLB (Cum Laude) (University of Pretoria), LLM, Higher Diploma (Tax Law) (University of Johannesburg)} Charmaine du Preez is a Director in the Corporate Commercial department at Edward Nathan Sonnenbergs Inc. Charmaine specialises in company law, mergers and acquisitions, property related transactions, stock exchange and securities transactions, JSE/TRP/FSB regulatory matters, as well as corporate governance. She has acted for various listed companies, investment management companies, property holding companies and banks on numerous issues. Charmaine has extensive experience and is recognised as a leading lawyer by reputable rating agencies and their publications, namely: Best Lawyers 2013 – Corporate Law (South Africa).

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Mergers & Acquisitions

Such transactions can be complex, involving various parties and pieces of legislation. This practice area offers clear guidance and comprehensive coverage on all requirements, including those of the Companies Act 71 of 2008, Competition Act 89 of 1998, JSE listings and takeover regulations. Detailed precedents of various agreements as well as templates of required notices, minutes and resolutions are also included to further simplify such matters.

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Lexis® Practical Guidance: Corporate Governance