the central problem
The layer governance teams have to hold
Governance teams live in the gap between what the law, King and policies expect and the day to day realities of what happens in a business. Their job is to keep boards and leadership genuinely informed on governance and risk, and to be able to show, later, what awareness and evidence work was actually done.
Compliance Online’s board and leadership governance work is aimed at that layer: focused awareness on the right governance topics, policy acknowledgements and attestations where required, and reporting that holds up in board packs, audits and reviews.
Core governance areas
Board and leadership awareness
1
Companies Act and Directors’ Duties
CPD-accredited training for directors and prescribed officers on their roles, standards of conduct and practical responsibilities under the Companies Act. The course covers good faith, proper purpose, care, skill and diligence, delegation, personal financial interests, statutory duties and the consequences of a breach.
2
King V and Corporate Governance
CPD-accredited awareness for directors, prescribed officers, Exco and senior leaders on the governance principles that shape board oversight, including ethical and effective leadership, governance structures, delegation, risk, compliance, assurance, reporting, stakeholder relationships, and the governance of technology and information.
3
Conflicts of Interest and declarations
Focused awareness on identifying and disclosing conflicts involving outside interests, family relationships, gifts, financial interests and other circumstances that may affect independent judgement. The organisation’s approved conflict procedures and reporting routes can be included where appropriate.
4
Policies, codes and attestations
Distribute approved board, Exco and management policies, codes, charters, declarations and protocols to the relevant people. Policy Passport can capture version-specific acknowledgements or attestations, add questions where useful, and show who remains outstanding.
Proportionate by design
The right governance process is not the heaviest one. It gives leaders the awareness they need and leaves the organisation with the record it may need later.
Regulatory landscape
The governance obligations directors and senior leaders may need to understand
South African directors and senior leaders operate within a layered governance environment. The exact requirements depend on the organisation’s legal form, listing status, sector, governing documents and the individual’s role, but governance awareness commonly sits across the following areas.
- The Companies Act, administered and enforced by the Companies and Intellectual Property Commission (CIPC), sets out important responsibilities for directors and prescribed officers, including standards of conduct, conflicts of interest, company records and statutory decision-making.
- The King governance framework provides principles and recommended practices for ethical and effective leadership, governing-body responsibilities, delegation, risk, compliance, technology, assurance, reporting and stakeholder relationships.
- Organisations listed on the Johannesburg Stock Exchange (JSE) must also consider the JSE Listings Requirements, including governance and disclosure obligations applicable to listed issuers.
- Banks, insurers, retirement funds, public entities and organisations in other regulated sectors may be subject to additional legislation, governance standards and oversight. Relevant authorities and frameworks may include the Prudential Authority, the Financial Sector Conduct Authority (FSCA) and the Public Finance Management Act.
- An organisation’s own Memorandum of Incorporation, board and committee charters, delegations of authority, codes, policies and declarations may create further responsibilities that directors and senior leaders are expected to understand, follow, acknowledge or attest to.
Plan the year
Annual governance cycles
Board and leadership governance awareness is rarely a once-off exercise. Most organisations need to cover a recurring cycle of director induction, annual governance refreshers, conflicts declarations, policy or charter acknowledgements, and occasional governance updates when a material issue arises.
Compliance Online helps you support those moments with proportionate awareness and a clearer record of who was included, what they received, what they completed or acknowledged, and what can be reported later.
New director induction
Annual directors’ duties and governance refreshers
Annual conflicts declarations and governance sign-offs
Board charter, code and key policy acknowledgements
Event-triggered governance updates when risks, rules or governance priorities change.
The detail
Got questions? Start here
What governance training should company directors complete in South Africa?
The right training depends on the organisation, the director’s role and the governance requirements that apply. A common foundation includes awareness of Companies Act duties, standards of conduct, corporate governance principles, conflicts of interest and the organisation’s key governance policies. Newly appointed directors may require structured induction, while existing directors may need targeted refreshes or updated policy attestations.
Do prescribed officers need directors’ duties awareness?
Prescribed officers may carry significant responsibilities under the Companies Act even if they are not formally appointed as directors. The Companies Act and Directors’ Duties course explains who may be a prescribed officer and covers the standards of conduct and practical duties relevant to directors and prescribed officers. The organisation should confirm the roles included with its legal or governance advisers.
Can our approved policies, charters and governance frameworks be incorporated?
Yes, where this is agreed as part of the scope. Approved policies, codes, charters, declarations, delegations and reporting procedures can be reflected in configured training, focused awareness material or Policy Passport assignments. The organisation remains responsible for approving the content and confirming its legal and governance adequacy.
How can we avoid creating unnecessary administration for senior leaders?
Start with the record the organisation genuinely needs. Use a structured course where the subject requires proper awareness, an acknowledgement where receipt and acceptance are sufficient, and an attestation where a formal confirmation is needed. Avoid requiring repeated sign-offs, questions or full courses where they do not add useful awareness or evidence.
Can we capture board and Exco acknowledgements or attestations electronically?
Yes. Policy Passport can distribute final, approved files to selected directors, executives or management groups and capture acknowledgements or attestations. The record can show which document version applied, who completed the required action and who remains outstanding. Questions can also be included where engaging with key points is appropriate.
What reporting can you provide?
The reporting depends on the route. ELLO can report on course enrolment, completion, assessment results, reminders and outstanding participants. Policy Passport can report on document assignments, versions, acknowledgements, attestations, questions and outstanding actions. Where courses are delivered through the client’s own LMS, the client manages the completion and reporting record unless additional work has been scoped.
How often should directors and senior leaders receive governance awareness?
There is no single frequency that fits every organisation or requirement. Useful triggers include a new appointment, an annual governance cycle, a revised policy or charter, changes to legislation or governance guidance, a new declaration requirement, or an identified awareness gap. The organisation and its advisers remain responsible for deciding what frequency is appropriate.
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