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South African Postbank Limited Act, 2010 (Act No. 9 of 2010)

Chapter IV : Control and Management of Company

17. Procedures at meetings, and committees of Board



(a) The Board determines its procedures at meetings.
(b) Seventy percent of serving members constitutes a quorum at any meeting of the Board.
(c) A decision taken by the Board or an act performed under that decision is not invalid merely by reason of—
(i) any irregularity in the appointment of a member;
(ii) a vacancy in the Board; or
(iii) the fact that any person not entitled to sit as a member sat as such at the time when the decision was taken,

provided such decision was taken by a majority of the members present at the time and entitled so to sit, and those members at the time constituted a quorum.


(2) The Board may establish one or more committees to assist it in the performance of its functions.


(3) The Board must—
(a) assign members of the Board to serve on a committee, based on their knowledge and skills; and
(b) determine the—
(i) terms of reference of a committee;
(ii) composition of a committee;
(iii) tenure of members on a committee;
(iv) reporting mechanisms of a committee; and
(v) method and reasons for removal of a member from a committee.


(4) The Board may appoint any person with particular knowledge, expertise or qualifications to assist a committee in the performance of its functions.


(5) Unless specially delegated by the Board, a committee has no decision-making powers and can only make recommendations to the Board.


(6) A committee must meet as often as is necessary in order to carry out its functions and may determine its own procedures.


(7) Each committee must be chaired by a non-executive member of the Board.