Companies Act and King III Governance Seminar
Introduction:
  • Laying a good foundation for practical analysis of the New Companies Act and King III Code of Corporate Governance;
  • What does Legislation aim to do, relating legislation, regulations and recommendations
  • Unpack the Business Context within which the New Companies Act will operate, seeking to identify the key areas impacted
    • The Macro Environment
    • The Micro Environment
  • Layout the clear intentions of Govt and DTI that underlie the development and promulgation of the New Companies Act, this relates to the broader SA and International context and developments since the previous Act
  • The need for a New Act 
    • Simplicity 
    • Flexibility
  • Integrating the regulations (Dec 2009) and amendments (July 2010)
  • An overview of the New Companies Act highlighting some key issues that reinforce the intentions and impact of the new legislation
 
Unpacking the IMPLICATIONS and IMPACT of the New Companies Act in terms of:
  • Business Structure
    • Simplification and Flexibility
    • Types of Companies
    • Concept of Public Interest and Involvement of Stakeholders
    • Key Definitions in the New Companies Act
    • Definitions, Decisions and Decision Makers
  •  Corporate Relationships
    • Understanding the impact on the company and stakeholders (all some type of relationship)
      • Key internal relationships
    • Emphasising the separation of entities/persons - owners, directors, company
    • Directors
      • Role and Responsibilities
    • Appropriate Responses
    • Threats
      • Class Action
      • Derivative Action
      • Resultant Liability and Protection
    • The Business Judgement Test
    • Decision Making in the Spotlight
    • Employees
      • Enhanced Powers and Position
    • Shareholders
      • Protection and Rights
  •  Corporate Governance
    • The New Companies Act and King III Code of Corporate Governance for South Africa
    • How are they related, how should they be applied (the apply or explain approach)
    • The new "all embracing" corporate governance environment
    • Key Governance issues
      • Boards and Independence
      • Managing Conflict of Interest
      • Stakeholder Inclusive Corporate Governance
      • Risk and Strategic Management
      • Integrated Reporting
    • A Strategy-based Approach to Corporate Governance
    • The 3-Cluster Test of Corporate Governance that is Sustainable Responsible and Effective
  •  Reporting Requirements
    • How the changes can make your life easier or more difficult
    • Unpacking the concept of Public Interest further
    • Integrated Reporting
  •  What to do when things go wrong/or when action is taken against a company
    • Directors and Officers insurance
      • What is allowed
    • Alternative Dispute Resolution
      • Challenges and Opportunities
    • Business Rescue
      • The Process and its Implications
 
 
 
Introducing your facilitator:
 
Roger Hitchcock: Specialist Advisor Strategy, Risk and Governance.
(B.Soc Sc; B.Th; Dip SBM; CFP)
 
Facilitator:
  • Corporate Strategic Planning
  • Corporate Decision Making
  • Corporate Governance Process and Structure Facilitation
  • Innovation Strategies
  • Process and Systems Design
  • Presentations and Seminars
  • Training (design and deployment)
  • Amongst other things...
Roger has worked for 20 years in both large corporate environments and small business environments. His speciality is in making complexity understandable and facilitating robust solutions. He is passionate about assisting companies and individuals find their clear strategic direction and purpose - and helping them to take steps in implementing this purpose in an effective way.