1. Annual Declaration of Financial Interests Form
This form is to be completed by each Director and Prescribed Officer of [Company Name].
Declaration Period: For the fiscal year ended [Insert Fiscal Year End Date, e.g., 31 December 2025], and as at the date of this declaration. Date of Declaration: [Current Date, e.g., 16 July 2025]
Section A: Personal Details
- Full Name of Declarant: [Insert Full Name]
- Designation(s) in Company: [e.g., Non-Executive Director, Executive Director, CFO (Prescribed Officer)]
- ID Number: [Insert ID Number (for internal verification purposes, keep secure)]
- Contact Number: [Insert Contact Number]
- Email Address: [Insert Email Address]
Section B: Financial Interests in the Company and Related Entities
Please list any direct or indirect financial interests held in [Company Name] (e.g., shares, share options, debt instruments) or any of its subsidiaries, associated companies, or joint ventures.
| Type of Interest (e.g., Shares, Share Options, Loan, Debentures) | Entity in which Interest is held (e.g., [Company Name], Subsidiary X) | Number/Value of Interest | Nature of Interest (e.g., Direct ownership, via family trust, beneficial owner) | Date Acquired/Granted | Date Disposed (if applicable) |
| Shares | [Company Name] | [Number of Shares] | Direct | [Date] | N/A |
| Share Options | [Company Name] | [Number of Options] | Beneficial (via Employee Share Scheme) | [Date] | N/A |
| Loan | Subsidiary Y (Pty) Ltd | R [Amount] | Direct (Lender) | [Date] | N/A |
| ... | ... | ... | ... | ... | ... |
Section C: Financial Interests in Other Entities (Material Interests & Competitors)
Please declare any direct or indirect financial interests (e.g., shares, directorships, partnerships, significant loans) in:
- Competitors of [Company Name].
- Suppliers or Customers of [Company Name].
- Any other entity where the interest is material (as defined by the Company's policy or relevant accounting standards) or could reasonably give rise to a conflict of interest with [Company Name].
| Name of Entity | Nature of Business of Entity | Type of Interest Held (e.g., Shares, Directorship, Partnership, Loan) | Number/Value of Interest (e.g., % ownership, amount of loan) | Nature of Interest (e.g., Direct, via spouse, via family trust) | Potential Conflict of Interest (Explain how this might conflict with [Company Name]'s interests) |
| CompetiCorp Ltd | Software Development | 10% Shareholding | 10% | Direct | Declarant is a director of [Company Name], a competitor of CompetiCorp Ltd. |
| XYZ Supplies | Office Stationary Supplier | Director | N/A (Non-exec director) | Direct | XYZ Supplies is a current supplier to [Company Name]. Declarant may influence purchasing decisions. |
| Farm Trust | Agricultural Investments | Trustee and Beneficiary | N/A | Via Trust (Beneficial) | Farm Trust owns property that [Company Name] is considering for a new development. |
| ... | ... | ... | ... | ... | ... |
Section D: Gifts, Hospitality, and Other Benefits Received
Please declare any significant gifts, hospitality, or other benefits received from third parties that could reasonably be perceived to influence decisions or create a conflict of interest, exceeding the Company's pre-defined de minimis threshold of [e.g., R500]. (This typically refers to gifts not given in the ordinary course of business, e.g., lavish entertainment, unrequested benefits).
| Source of Gift/Benefit | Nature of Gift/Benefit | Estimated Value (ZAR) | Date Received | Reason for Gift/Benefit (if known) |
| Supplier A | Weekend away voucher | R 5,000 | 2024-11-01 | Supplier Appreciation |
| ... | ... | ... | ... | ... |
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Section E: Declaration and Acknowledgement
I, [Declarant's Full Name], declare that the information provided in this form is true, accurate, and complete to the best of my knowledge and belief as at the date of this declaration.
I understand that:
- This declaration will be maintained by the Company Secretary and may be reviewed by the Board and/or the Audit Committee.
- I have a continuing obligation to promptly update the Company Secretary of any material changes to the information provided herein or any new potential conflicts of interest that may arise during the year.
- I acknowledge my fiduciary duties to act in the best interests of [Company Name] and to avoid conflicts of interest, as per the Companies Act and the Company's Code of Conduct.
Signed:
[Declarant's Full Name & Signature]
Date: [Current Date]
2. Board Oversight Checklist for Financial Interests Declarations
This checklist guides the Board's oversight role in ensuring robust processes for the declaration and management of financial interests and conflicts of interest.
1. Policy and Process Review:
- Has the Board reviewed and approved a comprehensive Policy on Directors' and Prescribed Officers' Financial Interests and Conflicts of Interest? (Yes/No)
- Does this policy clearly define "financial interest" and "conflict of interest" in line with the Companies Act and King IV? (Yes/No)
- Does the policy outline clear procedures for:
- Annual declaration of interests? (Yes/No)
- Prompt notification of changes in interests? (Yes/No)
- Management of actual or potential conflicts (e.g., recusal from discussions/voting, abstention)? (Yes/No)
- Breach of policy and disciplinary action? (Yes/No)
- Is the policy regularly communicated to all directors and prescribed officers? (Yes/No)
2. Collection and Maintenance of Declarations:
- Are annual declarations formally requested from all directors and prescribed officers? (Yes/No)
- Are the completed declarations systematically collected, reviewed for completeness by the Company Secretary, and securely maintained? (Yes/No)
- Is there a process to prompt directors/prescribed officers to update their declarations during the year if circumstances change? (Yes/No)
3. Review and Management of Declared Interests:
- Does the Audit Committee (or equivalent) review all submitted declarations of financial interests? (Yes/No/N/A if no Audit Committee)
- Are all identified actual or potential conflicts of interest assessed for their nature, materiality, and potential impact on the Company? (Yes/No)
- Are appropriate measures taken to manage identified conflicts of interest (e.g., ensuring recusal from relevant Board discussions and voting as per Companies Act Section 75)? (Yes/No)
- Is there a mechanism to ensure that RPTs linked to declared interests are managed and disclosed according to the Company's RPT policy (referencing section 11)? (Yes/No)
4. Compliance and Reporting:
- Is the Company compliant with the Companies Act, No. 71 of 2008 (Section 75) regarding the disclosure and management of directors' interests in contracts? (Yes/No)
- Are interests of directors/prescribed officers properly disclosed in the Annual Financial Statements and/or Integrated Report as required by IFRS and relevant governance codes? (Yes/No)
- Does the Board receive a summary report on declarations of interest and how identified conflicts have been managed (e.g., annually from the Company Secretary/Audit Committee)? (Yes/No)
- Are discussions and decisions related to conflicts of interest duly documented in the Board and/or committee minutes? (Yes/No)
3. Board Resolution for Acknowledgment of Interest Declarations
RESOLVED THAT:
- The Board of Directors of [Company Name] hereby acknowledges receipt and has reviewed the declarations of financial interests submitted by all Directors and Prescribed Officers for the fiscal year ended [Insert Fiscal Year End Date, e.g., 31 December 2025], as compiled by the Company Secretary.
- The Board notes the declared financial interests and confirms its satisfaction with the Company's processes for the collection, review, and management of potential and actual conflicts of interest arising therefrom.
- The Board reminds all Directors and Prescribed Officers of their continuing obligation to:
- Act honestly and in good faith, and in the best interests of the Company.
- Avoid conflicts of interest and promptly disclose any personal financial interest in a matter to be considered by the Board or the Company, as required by the Companies Act and the Company's policies.
- Recuse themselves from discussions and voting where required by law or policy due to a declared interest.
- The Company Secretary is hereby directed to continue to maintain a secure register of all declarations of interest and to ensure that the Company's policies and legal requirements regarding conflicts of interest are strictly adhered to.
Signed by the Chairperson on behalf of the Board:
[Chairperson's Full Name & Signature]
Chairperson of the Board
Date: [Date of Board Meeting where reviewed/approved]
4. Supporting Documents (To be attached to the Board Pack)
- Compiled summary report of all Directors' and Prescribed Officers' financial interest declarations for the period.
- Company's Policy on Directors' and Prescribed Officers' Financial Interests and Conflicts of Interest.
- Relevant sections of the Companies Act (Section 75 specifically) and King IV.
- Minutes from the Audit Committee (if applicable) where declarations were reviewed and recommendations made.
