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Board meetings may be held with certain or all the directors using electronic
communication (EC), as long as the EC facility enables all persons participating in that
meeting to communicate concurrently with each other without an intermediary and to
participate effectively in that meeting (and as long as the MOI allows for it).
A majority of the directors must be present in person or by electronic communication
before a vote may be called at the meeting. The definition of “present at a meeting”
includes a “virtual presence” or representation by electronic proxy.
Each director has one vote on a matter before the board, and a majority of votes cast on
a resolution is sufficient to approve that resolution. In the case of a tied vote, the chair
may cast a deciding vote if he has not previously voted. In all other instances the motion
is not carried. Properly executed minutes of directors meetings are important to record
decisions made and thereby manage the liability of holding the office of director.
A signature or an initial on a document may be made by or on behalf of a person by the
use of an electronic signature or an advanced electronic signature. In addition, proxy
forms, annual financial statements, prospectuses and annual reports may be lawfully
created, signed, retained and sent electronically.

Board Committees
Unless the MOI provides otherwise, the board may appoint any number of committees of
directors, or may consult with or receive advice from any person.
The board may appoint non-directors to a committee (as long as they are not
disqualified or ineligible). Such persons shall not have a vote on a matter to be decided
by the committee, but may nevertheless incur the same liabilities as directors in terms
of the Act.

Regulation 43: Social and Ethics Committee
The Minister has prescribed that a listed public company or SOC Ltd or any other
company that has in any two of the previous five years achieved a Public Interest Score
above 500 points is obliged to have a social and ethics committee, which must be
appointed at each AGM, unless exempted in terms of Regulation 43(2).
Section 61: Shareholders’ Meetings
Directors have a duty to call and convene shareholders’ meetings.
In general, there are two types of shareholders’ meetings, the annual general meeting
(AGM) and ordinary general meetings. Proper notice of the meeting must be given of
the date, place and purpose of the shareholders’ meeting. The notice periods for calling

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