https://ir.unisa.ac.za/handle/10500/5685 Tue, 12 May 2026 22:40:42 GMT 2026-05-12T22:40:42Z https://ir.unisa.ac.za/handle/10500/32167 Confusion in the Judicial Review of Board Decisions to Remove Directors under Section 71 of the Companies Act 71 of 2008 Cassim, Rehana A significant innovation of the Companies Act 71 of 2008, contained in section 71(3), is that the board of directors of companies is empowered to remove directors from office. Within twenty business days directors so removed may apply to court under section 71(5) of the Companies Act to have the board's decision reviewed. Section 71(5) is an essential remedy for directors. More than ten years after the promulgation of the Companies Act South African courts are beginning to develop the jurisprudence on the interpretation of section 71(5). This article examines recent cases in which courts had to interpret section 71(5) of the Companies Act. It discusses the following issues that these cases canvassed: (i) whether the board's power to remove a director under section 71(3) of the Companies Act constitutes administrative action and whether the Promotion of Administrative Justice Act 3 of 2000 applies to the review of these decisions under section 71(5) of the Companies Act; (ii) the ambit of a section 71(5) review and whether courts may review both the procedural aspects and the merits of the board's decision; (iii) the trigger for the twenty-business-day period to run; (iv) whether a court may condone a section 71(5) review application brought after the twenty business days expire; and (v) the awarding of costs in a successful section 71(5) review. As this article shows, courts have disagreed with and contradicted one another on the correct interpretation of section 71(5). This disagreement has led to confusion in South African law regarding the judicial review of board decisions to remove directors. Wed, 01 Jan 2025 00:00:00 GMT https://ir.unisa.ac.za/handle/10500/32167 2025-01-01T00:00:00Z https://ir.unisa.ac.za/handle/10500/32166 Regulation on the Use of Remuneration Consultants in South Africa: Proposals for Legislative Reform Cassim, Rehana Over the years, companies have turned to remuneration consultants for guidance on remuneration matters. Their assistance is often sought when companies’ remuneration committees lack sufficient time, knowledge or data to decide effectively on executive remuneration. The assistance extends to accounting, tax and legal issues pertaining to executive remuneration. However, problems like potential conflicts of interest for remuneration consultants stem from factors such as the selection process, the duration of their contracts, and the services they provide to the company. A further challenge is benchmarking. Using remuneration consultants may contribute to excessive remuneration of executive directors, which in turn contributes to South Africa’s substantial socio-economic problems. Accordingly, the use of remuneration consultants must be strictly regulated in South Africa. This article examines how remuneration consultants are regulated by the Companies Act 71 of 2008, the JSE Limited Listings Requirements, and the King IV Report on Governance for South Africa, 2016. It compares the ways in which remuneration consultants are regulated in the United Kingdom, Australia and the United States of America. This article argues that the use of remuneration consultants is not sufficiently regulated in South Africa, and it makes recommendations to help enhance this regulation. Wed, 01 Jan 2025 00:00:00 GMT https://ir.unisa.ac.za/handle/10500/32166 2025-01-01T00:00:00Z https://ir.unisa.ac.za/handle/10500/32165 An Analysis of the Failure of a Company to Prevent Bribery under the Prevention and Combating of Corrupt Activities Act 12 of 2004 Cassim, Rehana An innovative provision of the Prevention and Combating of Corrupt Activities Act 12 of 2004 is the recently introduced s 34A. This section establishes a new offence: members of the private sector and incorporated state-owned entities can be held liable for failing to prevent bribery by an associated person. To escape liability, the entity must prove that it had adequate procedures in place to prevent bribery. This article examines the interpretation, application and enforcement of s 34A. The article compares s 34A to s 7 of the UK Bribery Act, 2010, on which it is modelled, and makes recommendations for interpreting, applying and enforcing s 34A. The article argues that s 34A holds immense potential to curb the distressingly high levels of bribery in South Africa, but that its effectiveness and impact will depend on how it is enforced and on the collective commitment to upholding its principles. Wed, 01 Jan 2025 00:00:00 GMT https://ir.unisa.ac.za/handle/10500/32165 2025-01-01T00:00:00Z https://ir.unisa.ac.za/handle/10500/32164 A Comparative Critical Analysis of the Effectiveness of Remuneration Committees in the determination of Executive Remuneration in South Africa Cassim, Rehana Over the years, executive remuneration has been significantly increasing, and several jurisdictions have established specific corporate governance measures to manage this remuneration. Establishing effective remuneration committees is one of the measures that could be used to curtail the spiralling of executive remuneration. This article examines the role of remuneration committees, their effectiveness in setting executive remuneration, and how they are regulated in South Africa. The article aims to determine whether and how to enhance the use of these committees by South African companies. It examines how these committees are regulated by the Companies Act 71 of 2008, the JSE Limited Listings Requirements, and the King IVTM Report on Governance for South Africa, 2016. It also compares how the United Kingdom, Australia, and the United States of America regulate the use of remuneration committees in their corporate governance regimes. The article contends that remuneration committees have as yet not been effective in monitoring executive remuneration in South Africa because this remuneration has not generally been seen to decrease or to be linked to company performance. The article further contends that the ineffectiveness of remuneration committees to regulate executive remuneration is due to insufficient regulation of these committees. The article makes recommendations to enhance the regulation and effectiveness of remuneration committees in South Africa. Mon, 01 Jan 2024 00:00:00 GMT https://ir.unisa.ac.za/handle/10500/32164 2024-01-01T00:00:00Z