DIRECTOR'S GUIDE 2011

I.2 Compliance with legislationAdditionally a director must also take note of the following:●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●Industry or sector specific legislation;Listed companies must adhere to JSE securities exchange regulations;The South African Income Tax Act;The Labour Relations act;The Occupational Health and Safety Act;The Employment Equity Act;Promotion of Access to Information Act;Financial Intelligence Centre Act;Trade Marks Act;Business Names Act;Consumer Protection Act;Electronic Communications and Transactions Act;National Credit Act;Basic Conditions of Employment Act;Non-binding rules, codes, standards if it would constitute good governanceand practice – King 111.I.3 Corporate governance minimum guidelines and recommendations perKing 111 (see pages 35–38).5.5 RESPONSIBILITIES – DECISION MAKING ANDDELEGATION●●●●●●Shareholders do retain ultimate responsibility for the company and havethe power to remove or not to re-appoint directors, however, they dodelegate the day to day running of the company to directors, who in turn,appoint and supervise management;While many of their duties can be delegated to management, the directorsretain overall responsibility over management, and have a duty to monitormanagement’s performance;It is the directors’ responsibility to ensure the smooth running of thecompany.6. ACTIONS REQUIRING SHAREHOLDERAPPROVALShareholder approval is required for certain transactions carried out byDirectors, including (but not limited to):A Section 112: Disposal of greater part of assets or undertakingThe directors shall not have the power save by virtue of a special resolution(passed in accordance with Section 115) by the shareholders to dispose ofthe whole or greater part of the undertaking of the company, or the wholeor greater part of the assets of the company (see definition on page 38);16