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

Companies Regulations, 2011

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Form CoR 15.1B - Long Standard Form for Profit Companies

Articles

Article 5 - Directors and Officers

 

 

5.1 Composition of the Board of Directors

 

(1) The Board of Directors of the Company comprises of _____ directors, and _____ alternate directors, to be elected by holders of the companies securities entitled to exercise voting rights, as contemplated in section 68.

 

(2) In addition to the elected directors—
––– there are no appointed or ex officio directors of the Company, as contemplated in section 66(4).
––– there are _____appointed, and _____ ex officio directors of the Company, as contemplated in section 68, to be designated in the manner specified in Part A of Schedule 5.

 

(3) In addition to satisfying the qualification and eligibility requirements set out in section 69, to become or remain a  director or a prescribed officer of the Company, a person—
––– need not satisfy any further eligibility requirements or qualifications.
––– must satisfy the additional eligibility requirements and qualifications set out in Part B of Schedule 5.

 

(4) Each elected director of the Company serves for—
––– an indefinite term, as contemplated in section 68 (1).
––– a term of ____ years.

 

(5) The manner of electing directors of the Company is—
––– as set out in section 68 (2).
––– as set out in Part C of Schedule 5.

 

(6) The authority of the Company’s Board of Directors to fill any vacancy on the Board on a temporary basis, as set out in  section 68 (3)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part D of Schedule 5.

 

5.2 Authority of the Board of Directors

 

(1) The authority of the Company’s Board of Directors to manage and direct the business and affairs of the Company, as  set out in section 66 (1)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part E of Schedule 5.

 

(2) If, at any time, the Company has only one director, as contemplated in section 57 (3), the authority of that director to act without notice or compliance with any other internal formalities, as set out in that section—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part F of Schedule 5.

 

5.3 Directors’ Meetings

 

(1) The authority of the Company’s Board of Directors to consider a matter other than at a meeting, as set out in section 74
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part G of Schedule 5.

 

(2) The right of the Company’s directors to requisition a meeting of the Board, as set out in section 73 (1), may be exercised—
––– by at least 25% of the directors, as provided in that section; or
––– by at least _____% of the directors, despite the provisions of that section.

 

(3) The authority of the Company’s Board of Directors to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 73 (3)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part H of Schedule 5.

 

(4) The authority of the Company’s Board of Directors to determine the manner and form of providing notice of its meetings, as set out in section 73 (4)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part H of Schedule 5.

 

(5) The authority of the Company’s Board of Directors to proceed with a meeting despite a failure or defect in giving notice of the meeting, as set out in section 73 (5)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part H of Schedule 5.

 

(6) The quorum requirement for a directors meeting to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting, are—
––– as set out in section 73 (5), without variation.
––– as set out in section 73 (5) subject to the variations set out in Part H of Schedule 5.

 

5.4 Director’s compensation and financial assistance

 

(1) The authority of the Company to pay remuneration to the Company’s directors, in accordance with a special resolution approved by the Company’s shareholders within the previous two years, as set out in section 66 (9) and (10)
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part I of Schedule 5.

 

(2) The authority of the Company’s Board of Directors, as set out in section 45, to authorise the Company to provide financial assistance to a director, prescribed officer or other person referred to in section 45 (2)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part I of Schedule 5.

 

5.5 Indemnification of Directors

 

(1) The authority of the Company to advance expenses to a director, or indemnify a director, in respect of the defence of  legal proceedings, asset out in section 78 (4)
––– is not limited, restricted or extended by this Memorandum of Incorporation.
––– is limited, restricted or extended to the extent set out in Part J of Schedule 5.

 

(2) The authority of the Company to indemnify a director in respect of liability, as set out in section 78 (5)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part J of Schedule 5.

 

(3) The authority of the Company to purchase insurance to protect the Company, or a director, as set out in section  78 (7) –
––– is not limited, restricted or extended by this Memorandum of Incorporation.
––– is limited, restricted or extended to the extent set out in Part J of Schedule 5.

 

5.6 Committees of the Board

 

(1) The authority of the Company’s Board of Directors to appoint committees of directors, and to delegate to any such committee any of the authority of the Board, as set out in section 72 (1), and to include in any such committee persons who are not directors, as set out in section 73 (2)(a)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part K of Schedule 5.

 

(2) The authority of a committee appointed by the Company’s Board of Directors, as set out in section 72 (2) (b) and (c)—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part K of Schedule 5.