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Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part C : Transparency, accountability and integrity of companies

26. Interpretation of regulations affecting transparency and accountability

 

 

(1) For the purposes of this regulation and regulations 27 to 29—
(a) "employee", has the meaning set out in the Labour Relations Act, 1995 (Act 66 of 1995);
(b) "IFRS" means the International Financial Reporting Standards as issued from time to time by the International Accounting Standards Board or its successor or body; and
(c) "IFRS" for SMEs" means the International Financial Reporting Standards for Small and Medium Enterprises, as issued from time to time by the International Accounting Standards Board or its successor body;
(d) "independent accounting professional" when used with respect to any particular company, means a person who—
(i) is—
(aa) a registered auditor in terms of the Auditing Profession Act; or
(bb) a member in good standing of a professional body that has been accredited in terms of section 33 of the Auditing Profession Act; or
(cc) qualified to be appointed as an accounting officer of a close corporation in terms of section 60 (1), (2) and (4) of the Close Corporations Act, 1984 (Act No. 69 of 1984); and
(ii) does not have a personal financial interest in the company or a related or inter-related company; and
(iii) is not—
(aa) involved in the day to day management of the company’s business, nor has been so involved at any time during the previous three financial years; or
(bb) a prescribed officer, or full-time executive employee, of the company or another related or inter-related company, or have been such an officer or employee at any time during the previous three financial years; and
(iv) is not related to any person who falls within any of the criteria set out in clause (ii) or (iii).
(e) "independently compiled and reported" means that the annual financial statements are prepared—
(i) by an independent accounting professional;
(ii) on the basis of financial records provided by the company; and
(iii) in accordance with any relevant financial reporting standards.
(f) "ISRE 2400" means the International Standard for Review Engagements, as issued from time to time, by the International Auditing and Assurance Standards Board, or its successor body;
(g) "SA GAAP" means the South African Statements of Generally Accepted Accounting Practice, as adopted from time to time by the Accounting Practices Board or its successor body.

 

(2) For the purposes of regulations 27 to 30, 43, 127 and 128, every company must calculate its "public interest score" at the end of each financial year, calculated as the sum of the following—
(a) A number of points equal to the average number of employees of the company during the financial year;
(b) One point for every R1 million (or portion thereof) in third party liability of the company, at the financial year end;
(c) One point for every R1 million (or portion thereof) in turnover during the financial year; and
(d) One point for every individual who, at the end of the financial year, is known by the company—
(i) in the case of a profit company, to directly or indirectly have a beneficial interest in any of the company’s issued securities; or
(ii) in the case of a non-profit company, to be a member of the company, or a member of an association that is a member of the company.