SOUTH AFRICA Law and Practice Contributed by: Professor Michael Katz, Matthew Morrison and Madison Liebmann, ENS
The Board of Directors The Companies Act entrusts the board of direc - tors with the authority to direct and regulate the business and affairs of the company, save to the extent that the Companies Act or the MOI pro - vides otherwise. The board can delegate func - tions to individual directors, committees, man - A public company or state-owned company is required to appoint a company secretary in terms of the Companies Act and the Listings Requirements. A company secretary must main - tain independence from the board and, amongst other activities, is tasked with providing guid - ance to the board on their roles, responsibilities and powers, compliance with applicable laws and the company’s MOI. Prescribed Officers The Companies Act and Regulations include the concept of a prescribed officer. A prescribed officer is a person who: • exercises general executive control over, and agement and employees. The Company Secretary management of the whole or a significant portion of, the business and activities of the company; or • regularly participates to a material degree in the exercise of general executive control over and management of the whole, or a signifi - cant portion, of the business and activities of the company. Prescribed officers have the same fiduciary responsibilities as directors – notably, a respon - sibility of care, skill and diligence and the duty to avoid conflicts of interest. Alongside directors, prescribed officers can be held personally liable for breaching their duties.
sible and sustainable marketplace, including consumer education concerning the social and economic effects of consumer choices. An important legislative development is the introduction of the Climate Change Act, No 22 of 2024, which was assented to by the President on 23 July 2024 and, save for certain sections therein, came into operation on 28 February 2025. The purpose of the Climate Change Act is to, inter alia, enable the development of an effective climate change response and a long- term, just transition to a low-carbon and climate- resilient economy and society for South Africa in the context of sustainable development. Sustainability Reporting/ESG Guide A significant development in the field of ESG is the publication of the second Code for Responsible Investing in South Africa (CRISA 2) by the CRISA Committee. The first Code for Responsible Investing in South Africa (CRISA) was published in 2011 and aimed to encourage institutional investors and service providers to incorporate ESG issues into their investment decisions. CRISA 2 builds on CRISA and sets out five voluntary principles for stewardship and investment as a key component of the govern - ance framework in South Africa. CRISA 2 has since been endorsed by various institutions, including the FSCA. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The principal bodies and functions involved in the governance and management of a company in South Africa are as follows.
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