FAQs

The following list of questions have been gathered by the IoDSA's Centre for Corporate Governance and form the most frequently asked questions from our members related to governance, directors and company legislation.

How many members should a board consist of and how do you determine that number?

There is no definite answer to this question. With board sizes varying to such a large degree depending on the size and nature of the organisation.
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What are directors duties relating to a conflict of interest?

Conflicts of interest are regulated by the common law and the Companies Act. In addition, King III also recommends best practice in this regard
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What are a director’s fiduciary duties?

Generally, fiduciary duties require directors to act in good faith, for a proper purpose and in the best interests of the company. This is because the director stands in a relationship of trust (a fiduciary relationship) to the company.
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What does a director’s duty of care and skill entail?

A director is required to act with the care, skill and diligence
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What are the Chairman’s core functions in terms of King III?

King III recommends that the core functions performed by the chairman should include the following:
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What is an independent non-executive director?

An independent non-executive director is a non-executive director who:
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What is an executive director?

Involvement in the day-to-day management of the company or being in the full-time salaried employment of the company (or its subsidiary) or both defines the director as executive.
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What is a Non-executive Director?

King III sets out the requirements for a non-executive director to be deemed ‘independent’ in Principle 2.18, paragraph 67. An independent non-executive director is a non-executive director who:
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Who should be indepenent non-executive directors?

King III requires the following to be independent non-executive directors: the chairman of the board; the lead independent non-executive director (LID); a majority of the non-executive directors on the board; all audit committee members (in state owned companies and public companies); the chairman of audit committee; the chairs of all board committees (except of the executive committee) and a majority of board committee members (excluding of the risk committee).
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What is the minimum amount of directors that a company is required to have?

The current Companies Act (61 of 1973) requires public companies (and companies limited by guarantee, which are deemed to be public companies for this requirement) to have a minimum of two directors and private companies to have a minimum of one director.
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