Rights●●●●●●Receive all reports timeously;Access to independent consultants;Unrestricted access to company information.Functions●●The majority of directors to be non-executive, who are also independent –minimum of two Executive Directors – [being the CEO and directorresponsible for finance];●●●●●●●●●●The non-executive directors should have sufficient experience and skill(which must be determined before their appointment);Director development through induction and on-going training programmes;Assisted by a company secretary (compulsory for SOC (Ltd)’s and publiccompanies);Performance assessments – evaluation of board, its committees andindividual directors (including Chairman) annually;Delegation of certain functions to well structured committees withoutabdicating its own responsibilities.Remuneration●●●●●●Director’s remuneration to be transparent and fair;Companies should disclose the remuneration of each individual directorand certain senior executives (the three most highly paid senior employeeswho are not directors) giving details of base pay, bonuses, share-basedpayments, granting of options or rights, restraint payments and all otherbenefits (including present values of existing future awards);Shareholders to approve the company’s remuneration policy.21. DEFINITIONSSOME IMPORTANT DEFINITIONS IN THE ACT(Section 1 of the Act, as amended by the Amendment Act)accounting records means information in written or electronic form concerningthe financial affairs of a company as required in terms of this Act, including butnot limited to, purchase and sales records, general and subsidiary ledgers andother documents and books used in the preparation of financial statements;all or greater part of the assets or undertaking when used in respect of acompany, means – (a) in the case of the company’s assets, more than 50% ofits gross assets fairly valued, irrespective of its liabilities, or (b) in the case of thecompany’s undertaking, more than 50% of the value of its entire undertaking,fairly valued;audit and auditor has the meaning set out in the Auditing Profession Act, but“audit” does not include an independent review of annual financial statementsas contemplated in S30(2)(b)(ii)(bb);38
eneficial interest when used in relation to a company’s securities, means theright or entitlement of a person through ownership, agreement, relationship orotherwise, alone or together with another person to –a) receive or participate in any distribution in respect of the company’s securities;b) exercise or cause to be exercised, in the ordinary course, any or all of therights attaching to the company’s securities; orc) dispose or direct the disposition of the company’s securities, or any part ofa distribution in respect of the securities but does not include any interestheld by a person in a unit trust or collective investment scheme in terms ofthe Collective Investment Schemes Act 2002;debt instrument includes any securities other than the shares of a companyirrespective of whether they are issued in terms of a security document or notsuch as a trust deed, but does not include promissory notes and loans whetherconstituting an encumbrance on the assets of the company or not;knowing, knowingly or knows when used with respect to a person, andin relation to a particular matter, means that the person either (a) hadactual knowledge of the matter, or (b) was in a position in which the personreasonably ought to have (i) had actual knowledge (ii) investigated the matterto an extent that would have provided the person with actual knowledge, or(iii) taken other measures which, if taken, would reasonably be expected tohave provided the person with actual knowledge of the matter;Ordinary resolution: Section 65(7): means a resolution adopted with thesupport of more than 50% of the voting rights exercised on the resolution,or a higher percentage as contemplated in the MOI, or one or more higherpercentages of voting rights to approve ordinary resolutions concerning oneor more particular matters, respectively, provided there must at all times bea margin of at least 10 percentage points between the highest establishedrequirement for approval of an ordinary resolution on any matter, and the lowestestablished requirement for approval of a special resolution on any matter –(a) at a shareholders meeting or (b) by holders of the company’s securitiesacting other than at a meeting, as contemplated in Section 60;Special resolution means,a) in the case of a company, a resolution adopted with the support of atleast 75% of the voting rights exercised on the resolution or a differentpercentage as contemplated in section 65(10) (i) at a shareholdersmeeting OR (ii) by holders of the company’s securities acting other than ata meeting, as contemplated in Section 60, ORb) in the case of any other juristic person a decision by the owner or owners ofthat person or by another authorised person that requires the highest levelof support in order to be adopted in terms of the relevant law under whichthat juristic person was incorporated;A company’s MOI may permit (a) a different percentage of voting rightsto approve a special resolution or (b) one or more different percentagesof voting rights to approve special resolutions concerning one or moreparticular matters respectively – provided there must at all times be amargin of at least 10 percentage points between the requirements forapproval of an ordinary resolution and a special resolution on any matter;securities means any shares, debentures or other instruments irrespective oftheir form or title issued or authorised to be issued by a profit company;shareholder subject to section 57(1) means the holder of a share issued bya company and who is entered as such in the certificated or uncertificatedsecurities register as the case may be.39
Change language