Advisory and regulatory
Corporate governance and regulatory compliance
We help boards and executives govern well and meet their regulatory obligations, with frameworks that are proportionate and workable.
Overview
Good governance protects a business, its owners and its directors. We advise boards, directors and executives on their duties under the Companies Act and the company's own constitutional documents, and we design governance frameworks that fit the size and complexity of the business.
Our team has held legal, company secretarial, risk and compliance roles at group level, including responsibility for board secretariat functions and enterprise risk. We bring that experience to our advice, which means frameworks that are designed to be used rather than filed.
We also advise on the regulatory regimes that most often affect our clients, including anti-money laundering and know-your-customer obligations, financial sector frameworks, B-BBEE and the protection of personal information.
Services
What the work involves
Board advisory
We advise boards and individual directors on their duties, on decisions that carry legal or reputational risk, and on aligning operational decisions with statutory and governance requirements. We attend board and committee meetings where helpful, and prepare memoranda that set out the issues, the options and our recommendation in a form directors can act on.
Board secretariat and governance frameworks
We design governance frameworks, board and committee charters, delegations of authority and board calendars, and we provide board secretariat support, including agendas, minutes and resolutions. Our frameworks are designed to suit the size of the business and to be followed day to day, so that decisions are properly authorised and recorded.
Company secretarial and Companies Act compliance
We prepare board and shareholder resolutions, including written resolutions of shareholders, and attend to statutory registers and filings, so that the company's records support the decisions it takes. Properly prepared resolutions and up-to-date registers matter most when a company is sold, funded or challenged. We make sure they are in order before that point.
Governance reviews and stress-testing
We review MOIs, shareholders' agreements and governance arrangements to identify structural conflicts and gaps, and prepare the amendments and implementation documents needed to resolve them. We test the documents against realistic scenarios, such as a shareholder exit, a deadlock or a change of control, to see whether they would work as intended.
AML, KYC and FIC compliance
We prepare anti-money laundering and know-your-customer policies and risk management and compliance programmes, advise on registration with the Financial Intelligence Centre, and advise on the response when transactions are flagged. We draft policies that the client's team can apply day to day, with clear responsibilities, escalation paths and record-keeping.
Financial sector frameworks
We advise businesses operating in or alongside regulated financial services on compliance frameworks for FSCA-regulated activities, including governance, policies and the allocation of compliance responsibilities. We help businesses understand where their activities may fall within regulation, and structure their operations and agreements accordingly.
B-BBEE compliance
We advise on B-BBEE ownership and procurement requirements, review subcontracting and partnership arrangements for fronting and procurement risk, and draft the protective provisions those arrangements need. We help businesses achieve their B-BBEE objectives through arrangements that are genuine, sustainable and properly documented.
Data protection and POPIA
We prepare data protection and information security policies and advise on compliance with the Protection of Personal Information Act in contracts, employment and operations. We also review how personal information moves between the business, its service providers and its customers, and draft the contractual protections required.
Regulatory compliance reviews
We conduct compliance gap analyses against specific regulatory requirements, including sector charters and procurement rules, and prepare advisory memoranda with actionable recommendations. Each review results in a clear set of findings and recommended actions, ranked by priority, that management and the board can act on.
Internal investigations
We design investigation frameworks for suspected irregularities, advise on the conduct of internal investigations, and help businesses regularise identified issues, including through structured amnesty programmes. We help the business establish the facts fairly and confidentially, and advise on the employment, contractual and regulatory consequences.
Who we work with
Boards and directors of private companies and groups; executives with legal, risk or compliance responsibility; businesses entering regulated activities; and companies preparing for investment, funding or sale.
How we work
Proportionate
We design frameworks that suit the size and risk of the business.
Board-ready
Our advice is prepared in a form that a board can consider and act on.
Ongoing support
We can support governance on a continuing basis, not only at a single point in time.
Common questions
Can you act as our company secretary?
We provide company secretarial and board secretariat support. The appropriate arrangement depends on your company's requirements, and we discuss this at the outset.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.