Insights - Southern Africa

Conflicts of interest occur frequently in the boardroom, and need to be appropriately managed, to ensure compliance with various legislative, governance and compliance requirements companies are subject to. The creation of an ethical culture within companies is paramount to its long-term success. This guide mainly deals with conflicts of interest of a personal financial nature. This guide aims to assist company secretaries to understand conflicts of interest and the processes that need to be adhered to when such conflicts arise. We trust that the use of practical examples will assist in better understanding the theory behind managing conflicts of interest.


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Shares and share capital are one of those areas that is sometimes difficult to understand and/or apply in practice. Many queries are received from members in respect of this subject. The technical committee of the CSSA has thus taken the decision to publish this best practice guide on shares and share capital. This guide will look at the general position of shares and share capital in terms of the 2008 Companies Act (Companies Act) and will then discuss the company secretary’s role in regard to shares with some practical examples, where applicable, to assist in understanding the theory around shares and share capital.


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This guide is the outcome of a project undertaken by the Institute of Chartered Secretaries and Administrators (ICSA) Thought Leadership Committee in collaboration with CSSA and other ICSA divisions to develop a comparative analysis of global best practices in minute taking following an earlier ICSA research into the topic, and to identify practical suggestions for the minute taker. The aim is to provide global guidance on good practice, to reflect the reality of modern market practice on a cross-sectoral and cross-cultural basis.


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