Corporate Governance & The Fiduciary Duties of Directors

In this module we cover the basic principles of corporate governance; shareholder rights and responsibilities and the board of directors rights and responsibilities.

We cover the rights and responsibilities of shareholders and whether shareholders owe one another a fiduciary duty. Shareholder meetings and resolutions

Who are directors? ; executive versus non-executive directors; appointment of; prescribed officers and the King Code.

Appointment, removal of and vacancies in the board of directors.

Who may not be a director or a prescribed officer? What is the difference between ineligibility and disqualification. What is delinquency and probation.

How to fill vacancies and dismiss dorectors. Removal by shareholders versus dismissal by the Board.

What are fiduciary duties of directors?; what is the duty of care, skill and diligence and what does it mean?

Acting in the best interest of the Company – meaning of and conflicts

How should directors deal with business opportunities?

Business opportunities that arose during tenure as director and duty after resignation as director

How should directors deal with secret profits and conflicts of interest

Duty of care of Directors. What is reckless trading and what is the liability for reckless trading in terms of the law?

In the closing episode we deal with reckless trading and liability of directors in terms of the common law, previous Companies Act and new Companies Act.