| AGENDA |
| 09:00 to 12:30 |
Professor Piet Delport |
| 09:00 to 10:30 |
Corporate Governance – The Law
|
| |
Rights and Duties of Directors |
| • |
Capacity and representation |
| • |
Common law fiduciary duties |
| • |
Common law liability |
| • |
Common law exclusion clauses |
| Statutory duties |
| • |
Statutory liability |
| • |
Statutory defences |
| • |
Statutory exclusions and indemnification |
| 11:00 – 12:30 |
Rights and duties of shareholders |
| |
• |
Meetings |
| • |
Control over directors |
| • |
Remedies and enforcement |
| Personal Rights |
| • |
Locus standi |
| • |
Restraint (s 20(4)) |
| • |
Damages (s 20(6)) |
| • |
Damages (s 218(2)) |
| • |
Contractual (s 15(6)) |
| • |
Dissenting shareholders’ rights (s 164) |
| • |
Shareholders’ declaratory order (s 161) |
| • |
Oppressive or prejudicial conduct or abuse of separate juristic personality of company (s 163) |
| • |
Director delinquent or under probation (s 162) |
| Company Rights |
| • |
Derivative action (s 165) |
| • |
Director delinquent or under probation (s 162) |
| Institutional Enforcement |
| Business rescue |
| • |
Initiation of business rescue
|
| • |
Commencement of business rescue and process
|
| • |
Business rescue plan
|
| • |
Compromises |
| 12:30 to 13:30 |
Lunch
|
| 13:30 to 15:30 |
Professor Mervyn King
|
| |
• |
Background to King I, II and III ™ reports on Corporate Governance |
| • |
Unpacking the concept of "Governance" in the context of South African business |
| • |
Consequences of non-compliance with Corporate Governance under the new Companies Act |
| • |
The relationship between King III™ report and the New Companies Act |
| • |
Responsibilities and Potential Liability of Audit Committees |
| • |
Findings of the Business Rescue Task force of the King III™ Commission |
| 15:30 |
End |
