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Documents and Brochures Workshops: With   the   implementation   of   the   Companies   Act   2008   as   amended   during   May 2011,    and    the    increasing    pressure    which    is    placed    on    South    African organizations   to   bring   their   governance   into   line   with   King   III,   not   to   mention the   Consumer   Protection   Act   and   the   Promotion   of   Access   to   Information   Act, in-house    company    secretarial    practitioners    are    asking    themselves    the following questions: • What? • What has changed? • How does this work? • What do I do? • Where do I find out? Whilst    Morestat    Corporate    Services    is    able    to    assist    with    any    company secretarial   issue   with   which   you   might   require   assistance,   it   is   never   ideal   to instruct   someone   'blindly'   and   without   an   understanding   of   the   processes which   will   occur   in   the   background.   More   importantly,   how   can   you   give   an instruction     without     knowing     what     is     required?     We     accordingly     offer workshops   to   answer   to   the   questions   you   have   asked   yourself,   and   empower you   to   render   a   more   efficient   service   to   the   organizations   which   you   support and    will    enable    you    to    add    value    and    intellectual    capacity    to    your organization. Director Liability: The   responsibilities   of   directors   under   the   New   Companies   Act   of   2008   can weigh   heavily   on   the   shoulders   of   persons   in   such   positions.   A   director   is   now liable   for   any   loss,   damage   or   costs   sustained   by   the   company   as   a   direct   or indirect   result   of   the   director   having   acted   without   the   necessary   authority, carried   out   the   business   recklessly   or   committed   fraudulent   acts.   The   duties of   directors   are   generally   determined   by   common   law.   The   new   Act   sees   the partial   codification   of   the   common   law   duties   of   directors   and   has   resulted   in the tightening up of directors duties and liabilities. Besides   the   duties   imposed   on   directors   in   terms   of   the   new   Act,   a   director is,    under    common    law,    subject    to    fiduciary    duties    requiring    him/her    to exercise   their   powers   in   good   faith,   with   honesty   and   loyalty   and   for   the benefit   of   the   company.   The   provisions   in   the   new   Act   were   never   codified under   South   African   legislation   until   now.   They   do   not   replace   the   common law   duties   of   directors.   The   codified   provisions,   in   terms   of   the   new   Act, govern directors conduct only from May 1. To   find   out   more   or   attend   a   workshops   Contact   Us   (and   you   can   link   this word to Contact Us Page) General Training/Workshops: A   offer   general   training   or   required   workshops   to   explain   the   requirements   of the   Companies   Act   and   how   Morestat   can   assist   with   setting   up   required Committees. Social & Ethics Committee: The   new   Companies   Act   requires   that   many   medium   and   large   companies form   a   Social   and   Ethics   Committee   by   March   2012.   Morestat   can   assist   you with   your   Social   and   Ethics   Committee   setup,   so   that   you   can   apply   the   high levels   of   corporate   governance   and   transparency   required   in   the   Companies Act.   According   to   the   Companies   Act   (71   of   2008),   existing   business   entities that   scored   above   500   in   the   previous   two   years,   are   required   to   establish   a Social    and    Ethics    Committee    within    12    months    of    01    May    2011.    The committee   is   required   to   compromise   of   a   minimum   of   three   directors,   or prescribed    officers,    with    a    minimum    of    one    director    who    has    not    been involved   in   the   day-to-   day   management   of   the   company   for   the   past   three years.   The   importance   of   a   Social   and   Ethics   Committee   is   prompted   not   only by mandatory regulations, but also the multiple benefits of its function. Solvency and Liquidity Tests: A   solvency   and   liquidity   test   must   be   performed   by   the   board   prior   to   any distribution being made.