Level 1 – The Governance of Shareholder Meetings


Cape town – 6 June 2019

Contact us on trainme@fluidrockgovernance.com

Cost: R3 850 (excluding VAT) 

Aim  

This course reflects on the governance of shareholders’ meetings including the Companies Act 71 of 2008 requirements, with an in‐depth view of how to draft for example, ordinary and special resolutions and the preparation for and the minuting of all shareholder special and annual general meetings.

The purpose of shareholders’ meetings is to provide the shareholders of a company with an opportunity to debate and vote on matters affecting that company. The Act gives shareholders certain substantive powers which include, among others, the power to amend the MOI of the company, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the company’s assets and other fundamental transactions.

A Shareholder Meeting is the principal forum in which directors account to shareholders for their stewardship of the company

The nature of the workshop is such that it allows for participative interaction, discussions and practical  and theoretical exercises. Delegates will have the opportunity to improve on their report writing skills. They will receive feedback from the facilitator and will be encouraged to share their experiences.

 Who should attend?  

If you are a shareholder or if you are responsible for preparing for and attending and minuting shareholders meetings and drafting special resolutions, then this course is for you.

Format  

The training session will be divided between:-

Part A – Introduction

Part B – The golden rule of resolutions

Part C – Board of directors’ resolutions

Part C – Shareholder resolutions

 

PART A – INTRODUCTION

 

  1. What is a resolution?
  2. The different types of organisations
  3. Different types of resolutions
  4. The Company Secretary’s duties
  5. The administration of resolutions
  6. Legal and Corporate Governance framework

 

PART B – THE GOLDEN RULES OF RESOLUTIONS

 

PART C – BOARD OF DIRECTORS’ RESOLUTIONS

  1. Fiduciary duties of Directors
  2. Director’s defence – business judgment rule
  3. Who qualifies to be a Director
  4. Appointment of Directors
  5. Conflicts of interests, disclosures and recusals
  6. Legislation and resolutions
  7. Written resolutions
  8. Board resolutions at meetings

 

PART D – SHAREHOLDERS’ RESOLUTIONS

  1. Resolutions at shareholder meetings

 

Course content gives attendees insight into the role players; the procedures to be followed when calling meetings including, but not limited to the agenda; proxy; notice; quorum; record dates; participation at shareholders meeting; shareholders’ rights; shareholder activism; voting; adjournment/postponement/cancellation of AGM and King IV™ recommendations.

 

Duration:      One Full day 09h00 – 16h00

 Kindly note that copyright and trademarks related to King IV are owed by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

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