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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 8 : Regulatory Agencies and Administration of Act

Part E : Administrative provisions applicable to agencies

206. Conflicting interests of agency members

 

 

1) A member of the Companies Tribunal, the Panel or the Council, must promptly inform the Minister in writing after that person or a related persons acquires a personal financial interest that is, or is likely to become, an interest contemplated in section 205(2)(b).

 

2) A member of the Companies Tribunal, the Panel or the Council, must not—
a) engage in any activity that may undermine the integrity of the Companies Tribunal, the Panel or the Council, as the case may be;
b) attend, participate in or influence the proceedings during a meeting of the Companies Tribunal, the Panel, or the Council, as the case may be if, in relation to the matter being considered, that member has a personal financial interest—
i) contemplated in section 205(2)(b); or
ii) that precludes that person from performing the functions of a member of the Companies Tribunal, the Panel or the Council, in a fair, unbiased and proper manner;
c) vote at any meeting of the Tribunal, Panel or Council, as the case may be, in connection with a matter contemplated in paragraph (b);
d) make private use of, or profit from, any confidential information obtained as a result of performing that person’s functions as a member of the Companies Tribunal, the Panel or the Council; or
e) divulge any confidential information referred to in paragraph (d) to any third party, except as contemplated in section 212(6), or—
i) to—
aa) the Commission, the Minister, or the National Treasury to the extent required by this Act or a law mentioned in Schedule 4;
bb) the South African Reserve Bank;
cc) the Independent Regulatory Board for Auditors, in terms of the Auditing Profession Act;
dd) the Financial Intelligence Centre established by the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001); or
ii) as otherwise required as part of that person’s official functions as a member of the Companies Tribunal, the Panel or the Council.

 

3) If, at any time, it appears to a member of the Companies Tribunal, Panel, or Council that a matter being considered at a meeting concerns a personal financial interest of that member or a related person, as contemplated in subsection (2)(b), that member must—
a) immediately and fully disclose the nature of that interest to the meeting; and
b) withdraw from the meeting to allow the remaining members to discuss the matter and determine whether the member should be prohibited from participating in any further proceedings concerning that matter.

 

4) The disclosure by a person in terms of subsection (3)(a), and the decision by the Companies Tribunal, the Panel, or the Council in terms of subsection (3)(b), must be expressly recorded in the minutes of the meeting in question.

 

5) Proceedings of the Companies Tribunal, the Panel, or the Council, and any decisions taken by a majority of the members present and entitled to participate in those decisions, are valid despite the fact that—
a) a member failed to disclose an interest as required by subsection (3); or
b) a member who had such an interest attended those proceedings, participated in them in any way, or directly or indirectly influenced those proceedings.