Short courses 

Session 1	14 February	Implications of the New Companies Act and Memorandum of Incorporation	Madelein Burger, Equity Partner in Webber Wentzel's Mergers & Acquisition Practice Group
Session 2	20 March	AGMs and the Role of the Company Secretary, Investor Relations	Andrew Johnston, Group Company Secretary, Altron
Session 3	24 April	Integrated Reporting and Sustainability	Donald Gibson, Head of Transnet programme in Sustainable Development at GIBS. Leigh Roberts, SAICA, Project Director, Sustainability
Session 4	22 May	Succession Planning, Remuneration, Remuneration Committees and Performance Management	Johann Redelinghuys, Partner, Heidrick & Struggles
Session 5	19 June	Risk Assessment and the Role of Audit/ Risk Committees	Dr. Len Konar, Chairman and Non-Executive Director of listed companies

How you will benefit

• Understand the implications of the New Companies Act
• Explore the Role of the Company Secretary and Investor interactions
• Formulate a Memorandum of Incorporation
• Gain insight into Integrated Reporting
• Manage and achieve Sustainability
• Develop Succession Plans both internal & external
• Understand the increased complexity of matters that remuneration committees are expected to discuss and approve
• Improve risk assessment; and
• Gain insight into the Role of the Audit/Risk Committee(s)

Who should attend?

Alumni of the three-day GIBS Board Leadership Core Programme, current board members, executives with fiduciary responsibilities (prescribed officers), business owners and investors.


Programme Outline

Session 1 - Madelein Burger 

The following topics on the Companies Act, 2008 will be covered (with discussions, practical examples, etc):

1. The transition from the Companies Act, 1973 (“the 1973 Act”) to the Companies Act, 2008 (“the 2008 Act”)
2. The two year grace period
3. Provisions in the 2008 Act which will not benefit from the two year grace period
4. Drafting of memorandum of incorporation and changes to old articles of association which should be considered
5. Impact of the 2008 Act on joint ventures and shareholders' agreements
6. The new exposure of minority shareholders
7. Types of companies
8. External companies
9. Close corporations
10. Trading under insolvent circumstances
11. The abolition of constructive notice
12. Lifting of the corporate veil
13. The conversion of shares from par value to no par value
14. Rights attaching to classes of shares and preference shares
15. Issue of shares and options as well as the repurchase of shares - requirements, approvals and protections to entrench
16. Financial assistance and in particular the new requirements for loans made and given between group companies
17. Requirements for making distributions
18. Mergers & acquisitions (fundamental transactions being the sale of the major part of the assets or business, a merger or amalgamation and a scheme of arrangement)
19. Shareholders' appraisal rights and put options against the company
20. Takeover provisions
21. Directors and governance
22. Business rescue.

Session 2 - Andrew Johnston

ANNUAL GENERAL MEETING

The aim of this session will be to introduce delegates to the concept of annual general meetings, under the new Companies Act which came into force and being on 1 May 2011. The emphasis of the presentation will be on providing practical guidelines in terms of who should hold an annual general meeting, how it should be convened and communicated to shareholders, what should be dealt with at an annual general meeting, dealing with matters or contentious issues as they may arise during the meeting and managing post AGM responsibilities. The presenter will break the presentation into three components namely:

1. Before the meeting
2. At the meeting
3. After the meeting

Before the meeting will focus on preparing for and arranging the annual general meeting which will include, among others, notices, agendas, briefing of the chairman, the role of committee chairs and the external auditor, as well as suggested guidelines around the media attending the meeting.

At the meeting will focus on recent developments in terms of the new Companies Act namely the electronic participation of shareholders at the meeting (what is required), dealing with shareholder activists and the amended rules regarding proxies.

Finally, delegates will be taken through the post AGM requirements set out in both Corporate Governance recommendations, as well as the law.

While the presentation is intended to constitute an A – Z of holding and successfully conducting an annual general meeting, (with particular focus on the role of the company secretary), the presentation will also hold relevance for directors who are equally expected to be accountable for and play meaningful roles at the annual general meeting.

INVESTOR RELATIONS

Effective communication with a company’s stakeholders is often at the very heart of good corporate governance. During this presentation, delegates will be exposed to the relevance of investor relations within a corporation, particularly within a listed environment. In addition to addressing topics such as why should companies communicate with their stakeholders, what do companies communicate and to whom and the various types of disclosures, the presentation will also look at the general principles of disclosure, as well as techniques for ensuring that all shareholders are treated equally and have access to the same information at the same time.  Specific company communications such as business updates, trading statements, cautionary announcements, as well as dealing with market rumours, analysts, fund managers and the media will be covered.

The second part of the presentation will focus more specifically on specific case studies where delegates will be expected to critique, as well as comment on various announcements published by companies and to learn “tricks of the trade” so as to ensure that announcements published by a company do not attract negative criticism or create opportunities for speculation.

The presentation will focus on the role which both the company secretary, as well as the head of investor relations/corporate communications, need to play in this realm.  

Session 3 - Leigh Roberts and Donald Gibson

Sustainability and corporate responsibility in business have evolved substantially over the last ten to fifteen years. They are no longer domains of the marketing or CSI departments, but are now increasingly seen as core to business strategy. Numerous sectors and companies globally have realised that they face not only substantial risk, but also exciting opportunities for growth and improving competitiveness. Your sector and business model will define the materiality of sustainability issues that your company faces, but four key trends are changing the way that business views its sustainability and its contribution to societal progress: resource scarcity, radical transparency, increasing societal expectations, and climate change. This course explores these trends and the business response from several perspectives including that of the board. A key part of the business response is integrated reporting, which promises to broaden the way companies view and structure their value propositions over the long term. The course will cover the latest international thinking on integrated reporting, as well as some of the local issues.

Session 4 - Johann Redelinghuys

• Overview of key governance issues facing boards at this time. Presentation of report from international research group, comparing South African listed company boards with the boards of British and European listed companies.
• Discussion with Mpho Makwana, previous chairman of Eskom, presently serving on boards of Nedbank, and Adcock Ingram. His perspective on the role of the chairman in succession of CEO and non-executive directors. Q&A with audience
• Presentation of Telkom case history, followed by audience broken into small teams for discussion and debate reviewing possible succession scenarios.
• Overview of current remuneration practices, performance management and sustainability. Discussion with Sonja Sebotsa non-executive serving on boards of Anglo Platinum, RMB Holdings, Mr Price and Discovery Holdings. Q&A with audience
• Presentation of Pick & Pay case history, followed by audience participation in small groups to propose solutions and different scenarios for family held companies.
• Where are boards going in the next few years? Discussion of challenges outlined in European Governance overview

Session 5 - Dr. Len Konar

RISK

• Whose corporate responsibility is the governance of risk?
• Has the organisation determined its risk appetite and tolerance?
• What role does the audit/risk committee play in the oversight of Risk?
• What is management’s responsibility for Risk?
• Using frameworks and methodologies to identify “Black Swans”
• Risk monitoring, response and assurance
• Risk disclosure: Policies, Procedures, Dashboards, Registers, Escalation

AUDIT

• Constituting an effective and independent Audit Committee
• Membership and resources of the Audit Committee
• Responsibilities of the Audit Committee (Integrated reports,
  Financial, Sustainability, Interim results, Summarised information)
• Combined assurance
• Internal assurance providers
• Three Lines of Defence – how established and sustained Financial reporting risks, Fraud risks, Internal financial controls
• External assurance providers
• Reporting

VALUE ADDS

• Risk Strategy Governance
• How to run effective committees
• Questions you raise at committee and board meetings
• Staying relevant
• Best practice 

Faculty

The programme faculty are all experts in their respective areas of business leadership.

Professor John Ford

Professor John Ford is the programme director of the Board Leadership Programme and a senior lecturer at GIBS. John qualified with Ernst & Young where he worked for some 12 years, his final responsibility being that of partner responsible for computer audit education.  In 1983, he joined Wits Business School where he attained the position of Associate Professor in Business Administration in the areas of accounting, control and management information systems. From 1995 – June 2004, John also held the position of Executive Education Director. In 2005 he left WBS and became an associate of Business Education Design (Pty) Ltd. John is an associate professor and full-time lecturer at GIBS.


Duration: 5 one-day sessions. Participants may select the session(s) they wish to attend.


Dates: Tuesdays 14 Feb, 20 March, 24 April, 22 May, 19 June, 2012.


Fees: The fee of R 29 950 will cover attendance at all 5 sessions, lunches, refreshments and all course material. The fee for individually selected sessions is R6850 per day


Cancellation Policy
Delegates who cancel their registration after the closing date for registrations, or where there is no closing date, less than 14 days prior to programme commencement, will be liable for 50% of the programme fee. Those who do not arrive for the programme will be liable for the full fee. Notification of cancellation must be sent in writing either via e-mail or via fax. All who cancel or do not attend must return the course material intact.


Contact Details:
Tel: 011 771-4313
E-mail:execed@gibs.co.za