COMPANIES BILL - Department of Trade and Industry

188(b) if any directors are to be elected by the voting members, provide for theelection each year of at least one-third of those elected directors.(2) If a non-profit company has no members, the Memorandum of Incorporation mustset out the basis on which directors are to be appointed by its board, or other persons.(3) A non-profit company must not provide a loan to, secure a debt or obligation of,or otherwise provide direct or indirect financial assistance to, a director of the companyor of a related or inter-related company, or to a person related to any such director.(4) Subitem (3) does not prohibit a transaction if it—(a) is in the ordinary course of the company’s business and for fair value;(b) constitutes an accountable advance to meet—(i) legal expenses in relation to a matter concerning the company; or(ii) anticipated expenses to be incurred by the person on behalf of thecompany;(c)(d)is to defray the person’s expenses for removal at the company’s request; oris in terms of an employee benefit scheme generally available to all employeesor a specific class of employees.51015SCHEDULE 3REQUIREMENTS CONCERNING OFFERING OF SECURITIESPart AInterpretation and application20Interpretation1. For the purposes of this Schedule, unless the context indicates otherwise—(a) in respect of any property hired or proposed to be hired by a company—(i) ‘‘vendor’’ includes the lessor; and(ii) ‘‘purchase money’’ includes the consideration for the lease;(b) ‘‘property’’ includes movable and immovable property, and securities, butdoes not include any property if its purchase price is not material; and(c) ‘‘vendor’’ includes any person who, directly or indirectly, sells or otherwisedisposes of any property to a company.Application of Schedule2. (1) A report by an auditor required by Part B or C of this Schedule must not be madeby any auditor who is—(a) a director, officer or employee, or a partner of or in the employment of adirector, officer or employee of the company or of any other company in thegroup of companies; or(b) related to a person contemplated in paragraph (a).(2) If a company has been carrying on business for less than five years, or if a businessundertaking has been carried on for less than five years, the annual financial statementsof the company or business undertaking required by this Schedule must be providedonly for the number of financial years that the company has existed, or the business hasbeen carried on.(3) To the extent that a person making a report required by Part B or C considers itnecessary to adjust the amount of profits or losses or assets and liabilities dealt with bythe report, that person may either —(a) make those adjustments and indicate that they have been made; or(b) include a note setting out the adjustments the person considers ought to bemade.2530354045Rights offers3. (1) A company desiring to issue a letter of allocation must file—(a) a copy of—(i) the letter of allocation for registration;50