Page 8 - Profmark_2024_Directors Guide

out in Section 162(2). A company, a shareholder, a director, company secretary,
a prescribed officer of a company, or a registered trade union (that represents
employees of a company), may apply to a court for an order declaring a person
delinquent or under probation if that person is a director of the company, or has
been a director of the company within the previous 5 years (this was 2 years before
the amendment).
■ For the courts to increase the time bar in relation to claims for damages applicable
to directors for breaching their fiduciary duties and duties of care, skill and diligence
as well as certain statutory duties in terms of Section 77. The Act provides that
proceedings to recover loss, damages or costs in these circumstances are to be
instituted within 3 years after the act or omission that gave rise to the liability, and
now the Court may extend this time frame, on good cause shown.

KING IV ™

Since 1994, there have been several versions of the King Report. Each version has
been built on the underlying principles of the previous report, and recognises that good
corporate governance and ethical leadership are essential in society today, irrespective
of the size or nature of the entity. King IV™ takes the form of a report which includes
the Code, and separate sector supplements for SME’s, NPO’s, State-Owned Entities,
Municipalities and Retirement Funds. It is recommended that all organisations and
governing bodies should follow the principles and practices laid down in this document.
Unlike the previous King reports, which were rules-based and followed a ‘tick-box’
approach, King IV™ is principles- and outcomes-based. King IV™ encourages
organisations to have a more ‘hands-on’ approach to principles, so that practices can
be clearly linked to outcomes in an “apply and explain” approach. This gives governing
bodies more flexibility when implementing the recommended practices, but requires
them to be transparent when disclosing how they achieved their goals. King IV™ sets
out 17 principles, some of which have been legislated (and if a conflict occurs, the law
prevails). It also includes a large number of recommended practices, to help governing
bodies and organisations achieve ‘good corporate citizen’ status and governance
outcomes. It is voluntary (unless prescribed by law or by a Stock Exchange listings
requirement). The Companies Act has many features which result in an alignment with
international best practices and the governance principles of the King Code and Reports.

Source:
The King IV Report on Corporate Governance for South Africa 2016, Institute of Directors S.A.
For more information, see http://www.iodsa.co.za/?page=AboutKingIV”
6