The Toolkit is aimed at directors, experienced or inexperienced, as well as aspiring directors, compliance officers, prescribed officers, the executive teams of all companies and even anyone on any board committee. It brings readers up-to-date with the latest legislative changes contained in the new Companies Act, 2008 as well as the King III Code of Governance Principles and provides useful information on doing business in Africa.
“The Toolkit was compiled by a KPMG multi-disciplinary team and incorporates practical insights following questions asked by many of our clients,” comments Kerry Jenkins, KPMG Director in Advisory Services. “The first edition was published in 1992 and the second edition followed the King II Report. Due to the consistent demand and the significant changes brought about by the new Companies Act, the third edition was finalised in 2012.”
The Toolkit also discusses the thrust of regulation globally and how it pushes responsibility down the corporate hierarchy, where even middle management should be aware of the responsibilities of the next layer of hierarchy above them. Commenting on the new concept of prescribed officers, Paul Daly, KPMG Director in Corporate Law Advisory, says, “The aim is to create more effective management by sharing accountability with the next level of management below the board. Ignorance for directors and prescribed officers will be no excuse in the event of a breach of duties. The Companies Act requires directors and prescribed officers to take reasonably diligent steps to be informed and one can therefore not be passive and simply rely on others. A director or prescribed officer will be deemed to have knowledge of what that individual should have been aware of, if they had taken diligent steps and asked appropriate questions.”
In addition, the Toolkit provides guidance to decision makers on how to navigate these turbulent economic times, both economically and in terms of increasing regulatory and stakeholder complexity, all while keeping their organisation on a growth trajectory.
Thingle Pather, a KPMG Director in the Department of Professional Practice and member of the panel involved in compiling the Toolkit, says, “Awareness is the first step, followed by the integration of the Toolkit into the organisation’s strategy, while continuing to ensure its sustainably. There is much uncertainty at the moment — even a degree of fear. In reality, the new Companies Act has not changed directors’ responsibilities, but simply codified and publicised them for the first time. Directors should feel more in control.”
She continues, “There have certainly been changes, and in future, directors, prescribed officers and all the other officers to whom this publication may be relevant, should take their responsibilities much more seriously, I believe.”