Status: New Companies Act

The impact of the new South African Companies Act No 71 of 2008 (“the Act”) (signed into law on 8 April 2008 and effective 1 May 2011) was a focus over the past year. To comply with this Act, shareholders appointed the members of the audit committee and passed special resolutions on directors’ fees and the provision of loans and other financial assistance at the annual general meeting held on 26 August 2011. Shareholders will be asked at the upcoming annual general meeting to approve a memorandum of incorporation.

The new Companies Act (section 72 of the Act and section 43 of the Regulations) stipulates that certain companies must appoint the first members of the social and ethics committee within 12 months of the effective date of the new Act, ie by 1 May 2012. Naspers has established a committee to carry out the functions of the social and ethics committee in respect of the company and its South African subsidiaries. This committee, chaired by Mr Boetie van Zyl, comprises three non-executive independent directors, two executive directors, the chief executive of Media24 and the executive chair of MultiChoice.

The new committee’s first tasks, with the assistance of internal audit, risk management, legal compliance and the company secretary, are to:

  • gain an understanding of applicable laws and regulations and how the South African subsidiaries comply with these
  • perform a gap analysis to determine how best to use the existing combined assurance model to fulfil its responsibilities and how to fill any gaps that may exist, and
  • determine how to monitor and report on these matters to the board and stakeholders.