scholarly journals The board of directors in South Africa: Its role in corporate strategic planning

1986 ◽  
Vol 17 (4) ◽  
pp. 215-219
Author(s):  
J. Viljoen
Keyword(s):  
South Africa ◽  
Strategic Planning ◽  
Board Of Directors ◽  
South African ◽  
Corporate Strategy ◽  
Company Law ◽  
Strategy Evaluation ◽  
Strategic Plans ◽  
Legitimate Concern ◽  
The Board Of Directors

There is a considerable degree of uncertainty regarding the precise role of the board of directors in corporate strategic planning. With reference to the South African Company Law and practice the objectives of this paper are (i) to isolate and categorize possible alternative relationships between top management and the board of directors in matters of corporate strategy; (ii) to identify the level at which the board should become involved in corporate strategy; (iii) to suggest which elements of strategy should be the legitimate concern of the board; (iv) to propose procedural guidelines which will facilitate optimal board involvement in corporate strategy. The author concludes that the board of directors, in terms of its mandate, should not only become involved in strategy evaluation but also in the formulation and implementation of strategic plans. This is particularly true within the context of the current socio-economic and political environment in South Africa. The implications of this conclusion for the composition of the board and for the conducting of board affairs are discussed.

Corporate Criminal Liability in South Africa: The Need to Look Beyond Vicarious Liability

2011 ◽  
Vol 55 (1) ◽  
pp. 86-104 ◽  
Author(s):  
Constantine Ntsanyu Nana
Keyword(s):  
South Africa ◽  
Board Of Directors ◽  
South African ◽  
Criminal Liability ◽  
The South ◽  
Vicarious Liability ◽  
Substantial Modification ◽  
The Board Of Directors ◽  
Distinct Person ◽  
Corporate Criminal Liability

AbstractCorporate criminal liability is a problematic concept, especially where it is based on an exceptionable principle such as vicarious liability. This is the case with the South African model. This article seeks to demonstrate that this model requires substantial modification because it compels the court to adopt the incoherent exercise of holding a corporation (which is a distinct person) liable for the intentional act (crime) of any of its agents, whether or not there is criminal intention on the corporation's part and whether or not it was aware of, or could have prevented the commission of the offence. It is submitted that it is more appropriate to hold a corporation liable only where it has been established that the course of conduct that resulted in the offence was encouraged or tolerated by persons who embody the corporation (usually sufficiently empowered managers or members of the board of directors).

scholarly journals REPRESENTATION OF A COMPANY WHEN CONTRACTING WITH ANOTHER PERSON UNDER SOUTH AFRICAN COMPANY LAW Makate v Vodacom (Pty) Ltd [2016] ZACC 13

Obiter ◽  
2018 ◽  
Vol 39 (2) ◽  
Author(s):  
Vela Madlela ◽  
Palollo Michael Lehloenya
Keyword(s):  
Board Of Directors ◽  
South African ◽  
Company Law ◽  
Third Party ◽  
Constitutional Court ◽  
Legal Nature ◽  
The Board Of Directors ◽  
The Law ◽  
The Impact ◽  
A Company

A company is an artificial person and has no mind, will or hands of its own. It is, therefore, compelled to act through human agents. The board of directors is responsible for the management and direction of the business affairs of the company. Under South African company law the directors’ powers of management are statutorily entrenched (S 66(1) of the Companies Act 71 of 2008). The board of directors may, however, delegate its powers to an individual director (or individual directors), a committee of the board, a managing director or other officers of the company. Before an individual director or officer of the company can conclude a binding transaction on behalf of their company, they must have the authority to do so. In South Africa, the issue of authority to enter into a transaction or agreement on behalf of a company is dealt with using the principles of the law of agency.The crisp issue in this note relates to the circumstances in which an individual company director or officer who, when contracting with another person, purports to be acting on behalf of the company will bind the company. In the recent case of Makate v Vodacom (Pty) Ltd ([2016] ZACC 13 (hereinafter “Makate v Vodacom”)), which involved a claim for reasonable compensation by the inventor of the concept of “Please Call Me” against Vodacom (Pty) Limited (hereinafter “Vodacom”), the Constitutional Court dealt specifically with the authority of a director to conclude a contract with a third party on behalf of the company. This note discusses Makate v Vodacom and the approach of the court regarding when a company will be bound by contracts concluded by its director or another person purporting to represent the company in a transaction with a third party. It examines the main judgment of Jafta J and the concurring judgment of Wallis J in relation to the legal nature of ostensible authority in the absence of actual authority.The note further looks at the issue of prescription, which Vodacom in its defence raised against the claim for compensation brought by Mr Makate. It explores the circumstances in which prescription can be successfully invoked to deflect a contractual claim brought against a company, the impact of the Constitution in this area of the law and whether the claim lodged by Mr Makate amounted to a “debt” for purposes of the Prescription Act (68 of 1969). To this end, again, both the main judgment of Jafta J and the concurring judgment of Wallis J are examined. This is followed by critical insights on the implications of this case and some concluding remarks.

scholarly journals A Critical Analysis on the Use of the Oppression Remedy by Directors Removed from Office by the Board of Directors under The Companies Act 71 of 2008

Obiter ◽  
2019 ◽  
Vol 40 (3) ◽  
Author(s):  
Rehana Cassim
Keyword(s):  
Board Of Directors ◽  
South African ◽  
Critical Analysis ◽  
Company Law ◽  
The Board Of Directors

Both sections 71(3) and 163 of the Companies Act 71 of 2008 are innovative in South African company law in that the former section permits the board of directors to remove a fellow director from office, while the latter section extends the oppression remedy to directors. Previously, under the Companies Act 61 of 1973, the power to remove directors from office was confined to shareholders. Moreover, only shareholders could apply for relief from oppressive or prejudicial conduct. Now that section 163 of the Companies Act 71 of 2008 has been extended to directors, this article argues that a director who has been removed from office by the board of directors under section 71(3) of the Companies Act may rely on the oppression remedy for relief if his or her removal from office was oppressive or unfairly prejudicial or if it unfairly disregarded his or her interests. The article further examines the nature of any orders a court may grant in this context. It argues further that, in the interests of fairness, clarity and certainty, section 163 of the Companies Act 71 of 2008 ought to be amended to make it clear that the section may be relied upon by a former director.

scholarly journals PROGRESIFITAS HUKUM PENGEMBALIAN DEVIDEN SAHAM INTERIM PERSEROAN TERBATAS PADA UUPT NO.40 TAHUN 2007

2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Stock Exchange ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Dividend Distribution ◽  
The Board Of Directors ◽  
Annual Book

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 

scholarly journals ENHANCING CORPORATE DEMOCRACY BY THE USE OF SHAREHOLDER PROXIES

Obiter ◽  
2019 ◽  
Vol 40 (1) ◽  
Author(s):  
Maleka Femida Cassim
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
Public Companies ◽  
Proxy Voting ◽  
Shareholder Engagement ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Off Time ◽  
Practical Question

Effective shareholder control over the board of directors is patently in the interests of good corporate governance, accountability and transparency. In recognition of this modern reality, the policy focus in company law has shifted to encouraging shareholder participation and shareholder engagement in corporate affairs. Bearing in mind that very few shareholders of large public companies attend meetings in person, proxy voting is of vital importance to corporate democracy. This article discusses enhanced rights conferred by the Companies Act 71 of 2008 in relation to shareholder proxies who attend, speak and vote at shareholders’ meetings. It also considers the pressing practical question whether companies may impose a cut-off time for the lodgement of shareholder proxies.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.

scholarly journals The state of internal audit’s regulatory mandate

2016 ◽  
Vol 6 (3) ◽  
pp. 93-99
Author(s):  
Christo Ackermann
Keyword(s):  
Board Of Directors ◽  
South African ◽  
Best Practice ◽  
Internal Audit ◽  
Audit Committees ◽  
Detailed Review ◽  
Internal Audit Function ◽  
Key Stakeholders ◽  
The Board Of Directors ◽  
State Of Affairs

The importance of an effective internal audit function in South African municipalities have been recognised insofar as internal audit functions are legally mandated to exist within municipalities. This also means that legally, internal audit has certain mandates which must be fulfilled in order to add value to management and audit committees, and ultimately, to the board of directors. Even though internal audit is sanctioned by this important legal mandate, evidence shows that internal audit does not always fulfil this mandate. This state of affairs has prompted a detailed review of the relevant laws and regulations governing the work of internal audit in South African municipalities in order to determine the extent to which key stakeholders find the regulatory work of internal audit useful in discharging their (stakeholders’) oversight responsibilities. Questionnaires were administered to audit committees. The results summarise the extent to which internal audit’s work assists audit committees in their oversight responsibilities as this ultimately affects the ability of audit committees to fulfil these responsibilities to the board of directors. The results indicate that audit committees are greatly dependent on internal audit as a provider of assurance on a variety of legally mandated variables. The results of this study can be used as a measure of best practice of the legally mandated duties performed by internal audit. It can also be used by other researchers in comparative studies and by practitioners to benchmark their work in order to better serve audit committees and ultimately, the board of directors.

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

Strategic planning consulting: hotel case

2020 ◽  
Vol 41 (45) ◽  
pp. 37-48
Author(s):  
Vladimir VEGA ◽  
◽  
IRMA V. MONTES-DE-OCA ◽  
Jorge F. ABRIL ◽  
◽  
...  
Keyword(s):  
Strategic Planning ◽  
Board Of Directors ◽  
Balanced Scorecard ◽  
Performance Indicators ◽  
Joint Venture ◽  
Swot Analysis ◽  
The Balanced Scorecard ◽  
The Board Of Directors

The objective was to design the strategy in the Joint Venture Hotel Saratoga Ltd., using its own and novel procedure, which highlights the operationalization of the values; the SWOT analysis and the link with the Balanced Scorecard. The Board of Directors was trained and an institutional diagnosis was made through plenary sessions, supported by brainstorming and analysis of the problem tree, identifying the main difficulties. As a result, the institution's strategy was updated, expressing it in concrete performance indicators.

Sign in / Sign up

Export Citation Format

Share Document