FluidRock Articles

Listen to our Annamarie van der Merwe and Darren Olivier of Adams & Adams in conversation about the governance of intellectual property.

Directors have a fiduciary duty to act in the best interest of the Company which includes the duty to prevent conflict of interest and to maintain unfettered discretion. From time to time situations will arise which could pose a conflict of interest and Section 75 deals with the obligations in relation to the disclosure of personal financial interest and the consequences of a failure to disclose appropriately.

Many professionals have expressed an interest in becoming directors on boards. Most people genuinely want to plough back knowledge, apply their experience and provide valuable input at the top leadership level in the country whilst continuing to be mentally challenged and remunerated. There are the odd few that think by joining a few boards it would be a wonderful way to earn a passive income or to provide a sales pipeline for their businesses.

Remuneration is a sensitive and mostly contentious discussion topic for most organisations. There is increasing pressure on companies to address remuneration principles and the pay gap, whether it be the gap between executive remuneration compared to the rest of the workforce, the gender pay gap for the same function or the pay gap between executive functions – the list is extensive.

According to Jim Collins in his book Good to Great he says you should have the right people on the bus, then worry about the right seats on the bus. If you don’t have women on your board then you have an empty seat on your bus and you are missing a trick. According to Fiona Hathorn Managing Director of Women on Boards UK: “…But why is diversity important for business? Because diversity makes us smarter, improves margins and increases a country’s GDP as business grows faster.

At FluidRock we draft approximately 600 sets of minutes each year. Our clients include public listed, public unlisted, large and small private and non-profit companies, trusts, associations, medical funds, tribes and homeowner’s associations.

Through the years we have found that the drafting minutes is not everyone’s cup of tea and that it takes a professional person with a specific skill-set that includes…

5 Tips to escape the Inbox trap

Posted: 10 May, 2018 By FluidRock Tags: ,


Do you sometimes feel like a slave to your inbox? Or that no matter how efficient you try to be that your inbox is like a continual never ending flow?
Even through futurists predict that we won’t have emails in future the reality is that email is still one of the main methods of communication, hence answering mails are “real work”. Managing emails can be the make or break factor in your productivity and success.

Automation causes anxiety. Artificial intelligence (AI) causes even more discomfort. If you haven’t heard, we are officially in the fourth industrial revolution and artificial intelligence is already applied all around us. AI will continually become more prevalent in our daily and business lives – apparently to our benefit.

The first element of incorporation in South Africa is quite logical and self-explanatory and it is clear unless a company has expatriated to a different country – even then there will be a paper trail. To determine the meaning of “effective management” there are case law and SARS has issued interpretation notes.

Stakeholder Management

Posted: 19 April, 2018 By FluidRock Tags: ,


In project management (and any other sort of management really) proper stakeholder management can mean the difference between success or failure. Although process and system changes are often the focus for a project, the people involved was inevitably what really pushed the project across the line or tanked it.

I was so pleased to receive the research report by Alvarez & Marsal titled “What makes an exceptional Chairman? Required qualities for challenging times” authored by Sir Roger Carr. In my experience of acting as the Chartered Secretary of more than 20 companies has left me concerned and exasperated about the skills of many chairpersons.

Normally satisfied shareholders are quiet shareholders. Most do not even read the published reports or attend annual general meetings. In fact, one of chartered secretaries biggest headaches can be to ensure a quorum at shareholder meetings.

Gibson Dunn tracked shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the first half of 2017 and found that the companies targeted in one year had increased from 38 to 50 with the number of activists growing from 35 to 41.

The Prince2 definition of a project is a temporary organization that is created for the purpose of delivering one or more business products according to an agreed business case. PMI defines a project as follows: A project is temporary in that it has a defined beginning and end in time, and therefore defined scope and resources. And a project is unique in that it is not a routine operation, but a specific set of operations designed to accomplish a singular goal.

Most people avoid doing minutes like the plague, and for those that do, it is most possibly a grudge task. At best, one sticks a few action items into a list and bob’s your uncle; that is, until the proverbial brown stuff hits the fan. It is only in unforeseen and crisis situations that one realises the importance of a well-written set of minutes.

Successful companies are one of the crucial cornerstones of a thriving economy. Exceptional financial returns and healthy profit margins tend to be the natural primary focus of most companies. However, a company cannot exist in isolation and forms part of a complex interconnected business ecosystem.

The reality is most executives struggle to write reports to the board. I have attended board meetings where the board pack exceed 500 pages and 2 lever arch files. That is not ideal. In fact, I have come to slightly mistrust managers who submit large packs as I am wondering what is hidden in this overload of information. Many managers have told me that boards are never satisfied with the information and some directors are always asking for more information

In many organisations the taking of minutes at meetings is the responsibility of the personal assistant. It makes sense as these people understand the organisation. This works well for executive meetings, but unless your PA has had training or exposure on a board level the minutes that they draft might not be correct in terms of the Companies Act requirements.

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