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Section 66(4)(b): A profit company (other than a SOC Ltd) must provide for the election
by shareholders of at least 50% of the directors, and 50% of any alternate directors.
Section 66(11): A failure by a company at any time to have the minimum number of
directors does not limit or negate the authority of the board or invalidate anything done
by the board or the company.
Section 66(12): Save as otherwise provided elsewhere in the Act, or in the company’s
MOI, any particular director may be appointed to more than one committee and when
calculating the minimum number of directors required for a company, any such director
who has been appointed to more than one committee must be counted only once.
Section 66(5)(b): A person who holds office or acts in the capacity of an ex officio
director of a company has all the powers and functions of any other director of the
company and is subject to all of the liabilities, of any other director of the company
(unless otherwise stated in the company’s MOI).
Election of Directors of Profit Companies
Section 68(1): Each director of a profit company must be elected by the persons
entitled to exercise voting rights in such an election, to serve for an indefinite term, or for
a term as set out in the MOI.
Section 68(2): Unless a profit company’s MOI provides otherwise, the election is to be
conducted as a series of votes each of which is on the candidacy of a single individual to
fill a single vacancy with the series of votes continuing until all vacancies on the board at
that time have been filled.
Section 68(3): Unless the MOI of a profit company provides otherwise, the board may
appoint a person who satisfies the requirements for election as a director to fill any
vacancy and serve as a director of the company on a temporary basis.
Section 66(7): A person becomes entitled to serve as a director when he has been
appointed or elected in accordance with the provisions of the Act, or holds an office,
title, designation or similar status as ex officio director in terms of these provisions, and
is not ineligible or disqualified in terms of Section 69, and has delivered to the company
a written consent to serve as its director.
Prior to accepting an appointment, a director should carefully consider whether
he has the necessary expertise to act as a director, given the size, nature and
complexity of the company.

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