COMPANIES BILL - Department of Trade and Industry

150(2) The Minister—(a) by notice in the Gazette, may issue policy directives to the Commission withrespect to the application, administration and enforcement of this Act, but anysuch directive must be consistent with this Act; and(b) may at any time direct the Commission to investigate—(i) an alleged contravention of this Act; or(ii) any matter or circumstances with respect to the administration of one ormore companies in terms of this Act, whether or not those circumstancesappear at the time of the direction to amount to a possible contraventionof this Act.510Establishment of specialist committees191. (1) The Minister may appoint one or more specialist committees to advise the—(a) Minister on any matter relating to company law or policy; or(b) Commissioner on the management of the Commission’s resources.(2) The Minister may assign specific powers to the members of a specialist committeefor the purposes of performing any function contemplated in subsection (1).(3) A specialist committee may—(a) be established for an indefinite term, or for a period determined by theMinister when the committee is established; and(b) determine its own procedures.1520Constitution of specialist committees192. (1) A specialist committee established under section 191 must—(a) perform its functions impartially and without fear, favour or prejudice; and(b) consist of—(i) not more than eight persons who are independent from the Commissionand are appointed by the Minister to serve for a period of not more thanfive years, as determined by the Minister when the person is appointed;and25(ii) not more than two senior employees of the Commission designated bythe Commissioner.30(2) To be appointed or designated as a member of a specialist committee in terms ofthis section, a person must—(a) be a fit and proper person;(b) have appropriate expertise or experience; and(c) have the ability to perform effectively as a member of that committee. 35(3) The members of a specialist committee must not—(a) act in any way that is inconsistent with subsection (1)(a) or expose themselvesto any situation in which the risk of a conflict may arise between theirresponsibilities and any personal financial interest; or(b) use their position or any information entrusted to them to enrich themselves orimproperly benefit any other person.40(4) A member ceases to be a member of a specialist committee if the—(a) person resigns from the committee;(b) Minister terminates the person’s membership because the member no longercomplies with subsection (2) or has contravened subsection (3); or 45(c) member’s term has expired.(5) A member of a specialist committee who has a personal or financial interest in anymatter on which the committee gives advice must disclose that interest and withdrawfrom the proceedings of the specialist committee when that matter is discussed.(6) The Commission must remunerate and compensate for expenses—50(a) a member mentioned in subsection (1)(b)(i), as determined by the Minister;and(b) a member designated as contemplated in (1)(b)(ii), to the extent that themember’s remuneration and expense compensation as an employee of theCommission does not extend to that person’s services as a member of the 55specialist committee.