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Business enties NOTES FROM DIRECTORS

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DIRECTORS s 75- 78
S 66 (1)
THE BUSINESS AND THE AFFAIRS OF A COMPANY MUST BE MANAGED BY
OR UNDER THE DIRECTION OF ITS BOARD, WHICH HAS THE AUTHORITY TO
EXERCISE ALL OF THE POWERS AND PERFORM ANY OF THE FUNCTIONS OF
THE COMPANY…
APPOINTMENT OF DIRECTORS
- THREE DIRECTORS: PUBLIC CO AND NON PROFIT CO
- ONE DIRECTOR: PRIVATE COMPANIES
- FIRST APPONINTMENT: THE PEOPLE FORMING THE COMPANY
DECIDES WHO BECOME DIRECTORS
- THEREAFTER, ELECTED BY SHAREHOLDERS/ AS DETERMINED IN THE
MOI PROVIDED AT LEAST 50 % ELECTED BY SHAREHOLDERS
- MUST SUBMIT WRITTEN CONSENT.
Lesson 10. DIRECTORS
S 1 of CA,2008 defines ‘director’- member of the board of a company, or an
alternate director
Therefore can be formally appointed or de facto (acts as a director)
One becomes a director only when that person gives written consent to serve after
an election or appointment, s 66 of CA, 2008
For types of directors see Davis, Table 6.1, p.107
The duties of directors sections 76 78 (Companies Act, 2008)
Companies Act, 2008 (Act No. 71 of 2008)
Chapter 2 : Formation, Administration and Dissolution of
Purchase

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Companies
Part F : Governance of companies
76. Standards of directors conduct
1) In this section, ‘‘director’’ includes an alternate director, and
a) a prescribed officer; or
b) a person who is a member of a committee of a board of a company, or of
the audit committee of a company,
irrespective of whether or not the person is also a member of the
company’s board.
2) A director of a company must
a) not use the position of director, or any information obtained while acting
in the capacity of a director
i) to gain an advantage for the director, or for another person other
than the company or a wholly-owned subsidiary of the company;
or
ii) to knowingly cause harm to the company or a subsidiary of the
company; and
b) communicate to the board at the earliest practicable opportunity any
information that comes to the director’s attention, unless the director—
i) reasonably believes that the information is
aa) immaterial to the company; or
bb) generally available to the public, or known to the other
directors; or
ii) is bound not to disclose that information by a legal or ethical
obligation of confidentiality.
3) Subject to subsections (4) and (5), a director of a company, when acting in
that capacity, must exercise the powers and perform the functions of
director
a) in good faith and for a proper purpose;

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DIRECTORS s 75- 78 S 66 (1) THE BUSINESS AND THE AFFAIRS OF A COMPANY MUST BE MANAGED BY OR UNDER THE DIRECTION OF ITS BOARD, WHICH HAS THE AUTHORITY TO EXERCISE ALL OF THE POWERS AND PERFORM ANY OF THE FUNCTIONS OF THE COMPANY… APPOINTMENT OF DIRECTORS - THREE DIRECTORS: PUBLIC CO AND NON PROFIT CO - ONE DIRECTOR: PRIVATE COMPANIES - FIRST APPONINTMENT: THE PEOPLE FORMING THE COMPANY DECIDES WHO BECOME DIRECTORS - THEREAFTER, ELECTED BY SHAREHOLDERS/ AS DETERMINED IN THE MOI PROVIDED AT LEAST 50 % ELECTED BY SHAREHOLDERS - MUST SUBMIT WRITTEN CONSENT. Lesson 10. DIRECTORS S 1 of CA,2008 defines ‘director’- member of the board of a company, or an alternate director Therefore can be formally appointed or de facto (acts as a director) One becomes a director only when that person gives written consent to serve after an election or appointment, s 66 of CA, 2008 For types of directors see Davis, Table 6.1, p.107 The duties of directors – sections 76 – 78 (Companies Act, 2008) Companies Act, 2008 (Act No. 71 of 2008) Chapter 2 : Formation, Administration and Dissolution of Purchase Companies Part F : Governance of companies 76. Standards of directors conduct 1) In this section, ‘‘director’’ includes an alternate director, and— a) a prescribed officer; or b) a person who is a member of a committee of a board of a company, or of the audit committee of a company, irrespective of whether or not the person is also a member of the company’s board. 2) ...
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