The Governance of and the Drafting of Resolutions


KZN – 15 August 2019

Contact us on trainme@fluidrockgovernance.com

Cost: R3 850 (excluding VAT)

Aim

The aim of this course is to enable delegates to understand the core principles of resolutions and to draft accurate resolutions. The nature thereof allows for participative interaction, discussions and practical and theoretical exercises. Delegates will receive feedback from the facilitator and will be encouraged to share their experiences.
As this is a practical course the purpose is for delegates to have a safe and mentoring environment to practice drafting of resolutions throughout the course.

Who should attend?

If you are responsible for the drafting of resolutions, then this training is for you.

Format:

The training session will be divided between the theory of drafting resolutions and practical training sessions.

Course content:

Part A

1. What is a resolution ?
2. Types and legislation around drafting of resolutions.
– Director resolutions
– Shareholder resolutions (ordinary and special)
3. Specifics applicable to private / non-profit / public / and state-owned companies and
agencies and trusts.
4. Conflicts
5. How to approach the drafting of a resolution
6. CIPC resolutions
7. Who has access to resolutions?
8. The storage of resolutions
9. Documents affecting resolutions
10. Directors resolutions taken at a meeting vs round robin resolutions
– Notice of Directors’ meeting
– Voting at the Directors’ meeting
11. Shareholders resolutions taken at a meeting vs round robin resolutions
– When to call a shareholder’s meeting
– Notice of the meeting
– Quorum
– Voting
– Ordinary vs special resolutions
12. Annual General meeting of shareholders
– When to call for an AGM
– Notice of an AGM
– Quorum
– Proxy forms
– Practical examples of typical resolutions taken at the AGM
– Paper AGMs

Part B

Golden rules and practical implementation

Part C

Resolution examples.

Outcomes/Learning objectives:

Theory:

● The governance around the drafting of resolutions.
● Documents to be considered and taken into account when drafting resolutions
● Differences between round robin resolutions and taking resolutions at board
meetings.
● What is meant by a quorum and proxy (incl. whether a director can appoint a proxy?)
● Shareholder resolutions and resolutions taken at AGM’s
● Voting – who can vote, how many votes are required to approve a resolution
● Numbering of resolutions
● Understand what content should be recorded
Practical:
● Experience in the drafting of resolutions (during meetings) and round robin
resolutions.
Note that delegates must please bring their laptops for the practical portions of the
training

Duration:

One Full day 09h00 – 16h00

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