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INTRODUCTION AND DISCLAIMER

The information contained in this guide is a summary of some of the key issues affecting
directors and officers of companies, and provides an overview of relevant legislation
pertaining to their office.
Directors and officers are required to be cognisant of corporate legislation pertaining
to their office, and to remain up to date with any amendments to legislation that may
impact on their duties and responsibilities.
As legislation, regulations and tax law are continuously changing and evolving, it is of
the utmost importance for companies to continue to meet their obligations and to be
aware of the latest publications by Regulators, the legislature, and the Companies and
Intellectual Property Commission [hereinafter referred to as ‘CIPC’ or ‘the Commission’].
Directors are required to ensure that managers and employees are also aware of the
legislation (and amendments thereto), and that all within the company are committed to
act honestly, with integrity, and a high level of competence and knowledge.
While legislation is required to be complied with, the King IV ™ Report and Code of
Governance is a guideline for best practices which are expected of directors in South
Africa. Although, as far at the JSE Securities Exchange South Africa (JSE) is concerned,
listed companies must adhere to the King Report recommendations, or indicate the
extent to which they have deviated from them. Where appropriate, the guide indicates
where King IV ™ could provide amplification for directors and officers on the governance
of a company in South Africa – the main thrust being to provide an overview thereof. The
reader is advised to consult a professional adviser for further assistance and information,
and for guidance on new, proposed and existing legislation which may affect directors
and officers of companies.
Due to the limitations in length of this guide, the information contained herein is a sum-
mary of some of the key aspects impacting directors, officers, shareholders, and other
stakeholders who have an interest in the corporate governance of companies in South
Africa.

Disclaimer:
The contents of this guide are provided for general information purposes only and do not
constitute legal or other professional advice. All references to the masculine gender shall
include the feminine (and vice versa). While every care has been taken in the compilation of
this guide, no responsibility of any nature whatsoever shall be accepted for any inaccuracies,
errors or omissions.

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