The following questions provide a practical review of the governance framework. They are not a substitute for a legal or governance assessment, but can help a board identify areas that require attention.
- Does the board work from the company’s current Memorandum of Incorporation and delegation framework?
- Are matters reserved for shareholders, the board, committees and management clearly identified?
- Has the company reviewed its governance arrangements for King V and the 2024 Companies Act amendments?
- Can the board explain why its composition is suited to the company’s strategy, regulation and risk profile?
- Are independence, tenure, conflicts and succession considered as part of board appointments?
- Have nominee directors and their nominators agreed clear boundaries for instructions and information sharing?
- Does the company secretary have direct access to the chair and sufficient standing to raise a concern?
- Do directors receive board papers early enough to prepare and do those papers identify the decision required?
- Are material assumptions, alternatives, risks and legal requirements visible in the recommendation placed before the board?
- Does the board confirm its authority and the required approval pathway before considering commercial merits?
- Are personal financial interests and broader conflicts disclosed before deliberation begins?
- Do resolutions identify the authority granted, the person responsible for implementation and any conditions attached?
- Do the minutes give a fair account of the information, concerns, interests, dissent and decision?
- Are board and committee records retained within a controlled governance system?
- Is the solvency and liquidity test supported by current financial information and a credible 12-month forecast where required?
- Are committee charters clear about delegated authority, recommendations and matters reserved for the board?
- Do committee reports explain the work completed, unresolved issues and the basis for recommendations?
- Have audit, remuneration, and social and ethics committee arrangements been reviewed against the current statutory position?
- Does the board evaluate its effectiveness and follow through on the changes identified?
- Is the annual governance programme connected to strategy, risk, reporting, succession and director development?
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