Lexis^® Practical Guidance: Corporate Governance

Practical Guidance Corporate Governance is a how-to resource for legal advisors, company secretaries, risk managers and directors on how to comply with their statutory obligations and to ensure that corporate decisions are in line with best practice. Focusing on the practical issues relating to the Companies Act and the King IV Code on Corporate Governance, Practical Guidance Corporate Governance assists company secretaries in their day-to-day duties, and guides directors on their role within the company. This practice area provides all the need-to-know information, guidance and resources to deal with all governance related matters in South Africa.

Topics
Covered

Role and duties of board of directors
Liabilities and indemnifying directors and prescribed officers
Board code of conduct and code of ethics
Shareholder role, rights and representation
Shareholder protections and actions
Company secretarial "how to's"
Protection and disclosure of information

Takeover regulations
King IV code on corporate governance
The social, ethics and audit committees
Non-profit companies
Monitoring risk, compliance and whistle blowing
Financial reporting and auditing
Mergers, acquisitions and restructuring

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Table of Contents

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43 Topic Overviews
Over 125 guidance notes, including practical process aids

Up-to-date judgements for reference
Over 130 customisable forms, precedents, checklists

Practical
Aids

Personal liability of directors
Guidelines on the standard expected of directors
Actions for which directors may not be indemnified
Examples of board powers that are commonly limited in the memorandum of incorporation
Table of fiduciary duties
How to determine whether a manager is a prescribed officer
List of shareholders’ potential exposure
Pointers for running an election of directors at shareholders meeting