DIRECTOR'S GUIDE 2011

●●●●●●S24(4): In addition every company must maintain a securities register orits equivalent as required by Section 50 in the case of a profit company, ora members register in the case of a non-profit company, that has membersand also the records required in terms of Section 85 (where applicable;Regulation 22 states that a company must notify the Commission of thelocation or of any change in the location of any company records that arenot located at its registered office;See Table J on page 48 for requirements if securities register and/oraccounting records are kept in electronic format.ACCESS TO INFORMATION●●●●●●●●Shareholders have extensive rights to obtain information from the company,including access to the securities register and minutes of directors meetings;Section 26 of the Act states that a person who holds or has a beneficialinterest in any securities issued by a profit company or who is a member ofa non-profit company has a right to inspect and copy without any chargefor any such inspection or upon payment of no more than the prescribedmaximum charge for any such copy, the information contained in the recordsof the company, as are specifically listed in Section 24(3) and (4) of the Act;Any other person has a right to inspect or copy the securities register ofa profit company, or the members register of a non-profit company thathas members, or the register of directors upon payment of an amount notexceeding the prescribed maximum fee for any such inspection;Any such right of access may be exercised only in accordance with ThePromotion of Access to Information Act 2000.Regulation 23 sets out in detail the information to be kept concerningdirectors [in addition to the information required by Section 24(5)]. Theregulation states that with respect to each director, the company must keep arecord of addresses for service, and in the case of a company that is requiredto have an audit committee any professional qualifications and experience ofthe director, to the extent necessary to enable the company to comply withSection 94(5) and Regulation 42;This information is over and above that information required by Section 24(5),which states that a company’s record of directors must include in respect ofeach director, that persons full name, former names, identity number or dateof birth, (if not a SA, then passport number and nationality), occupation, dateof most recent election as director, name and registration number of everyother company or foreign company of which the person is a director and anyother prescribed information;King 111 expands on this requirement;Where a company receives a request for access, it must within 14 business dayscomply with the request. It is an offence fora company to fail to accommodateany reasonable request or otherwise interfere with, impede, frustrate such aperson’s right (also in regard to access to financial statements – Section 31).A.2 Registered office●●●●Every company and external company must have a registered office andmaintain their documents at that office and indicate such in its Notice ofIncorporation; andfile a Notice of Change of Registered Office with the Commission if theaddress changes from time to time (subject to the requirements of theMOI) (Refer Regulation 21).13