DIRECTOR'S GUIDE 2011

CONTENTSDIRECTORS GUIDE 2011Notes on the guide to Directors in SA 2Introduction3DIRECTORS, PRESCRIBED OFFICERS AND MEMBERS1. General information and Categories of Companies 42. Definition of Director extended 53. Appointment and dismissal of directors 64. Probation and delinquency 95. Duties, responsibilities and rights of directors 96. Actions requiring shareholder approval 167. Ring-fenced and personal liability companies 188. Remuneration 199. The board, committees and meetings 2010. Accounting records, financial statements, financial reportingstandards-audit and independent review 2111. Enhanced accountability, audit and audit committees 2412. Reckless trading 2613. Remedies and protection of whistle-blowers 2714. Easier access to remedies 2815. Liability of directors 3016. Indemnification and directors’ insurance 3217. Transitional period and duties of directors 3318. Members of CC’s and corporate governance 3419. A brief overview of King 111 3520. Key aspects of King 111 3621. Definitions 38TABLESA. Probationary directors 40B. Delinquent directors 41C. Codified regime of directors duties 42D. Solvency and liquidity test 43E. Related and inter-related persons and control 44F. Leniency/exemptions for certain companies – (S57) 45G. Conditions for lending financial assistance 46H. Categorisation of companies 47I. Requirements to qualify as member of audit committee andindependent accounting professional 48J. Requirements for documents to be held inelectronic format 481