The Duty of Care, Skill and Diligence: The King Report and the 2008 Companies Act

Journal of Contemporary Roman-Dutch Law, Vol. 74, p. 449, 2011

7 Pages Posted: 6 Mar 2012  

Piet Delport

University of Pretoria - Faculty of Law

Irene-Marie Esser

University of South Africa - School of Law

Date Written: August 6, 2011

Abstract

Corporate governance is a broad concept and includes not only the common-law and statutory duties of directors, but also refers to the codes of practice of various (usually extra judiciary) entities The difference between these two meanings is that the former includes possible liability under the law for non-compliance, while the latter implies what it says, namely, it is a recommendation and non-compliance will result in “sanctions” other than direct liability. In a recent South African case the court referred to principles of good governance and it would appear that these principles (which are not contained in legislation or which are not mere restatements of common law principles) are not always mere recommendations. Instead, directors may have to adhere to these recommendations to prevent liability for breaching their legal duties.

Keywords: directors, corporate governance, duty of care

Suggested Citation

Delport, Piet and Esser, Irene-Marie, The Duty of Care, Skill and Diligence: The King Report and the 2008 Companies Act (August 6, 2011). Journal of Contemporary Roman-Dutch Law, Vol. 74, p. 449, 2011. Available at SSRN: https://ssrn.com/abstract=2016939

Piet Delport

University of Pretoria - Faculty of Law ( email )

Lynnwood Road
Pretoria, 5100
South Africa

Irene-Marie Esser (Contact Author)

University of South Africa - School of Law ( email )

South Africa

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