Directors’ duties in South Africa: What do directors need to know?

The duties of directors in South Africa’s increasingly regulated environment are onerous. In this episode, Bowmans’ partner Chris Todd and senior consultant Graham Damant discuss what boards need to know about employment, employment law, and employee benefits to meet their fiduciary duties and avoid liability. They explore the critical areas that directors must be aware of regarding employment law and regulations. Additionally, they delve into the board’s obligation to set the direction for ethical standards, including defining what constitutes the ethical direction of the company, what policies support this, appropriate delegations of authority, and monitoring compliance. The discussion also covers the board's responsibility to appoint a CEO, focusing on appropriate contractual terms and specific provisions that should be considered, along with the delegation of authority to the CEO and the issue of role clarity. Furthermore, they examine the board's duty to determine the direction of remuneration and approve a remuneration policy. Finally, they address what directors need to do when things go wrong.