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RIGHTS AND POWERS OF DIRECTORS

Rights
■ To discharge their duties without interference from co-directors
■ To receive reasonable notice of meetings
■ To claim reimbursement for expenses incurred
■ To inspect the company’s accounting records, assisted by an accountant
■ To take independent professional advice at the expense of the company
■ To participate in the strategic management of the company and attend and vote at
board meetings.
Powers
Listed below are some of the Sections in the Act which empower directors.
Section 66(1): To exercise unfettered powers: The board has the authority to exercise all
of the powers and perform any of the functions of the company, except to the extent that
the Act or the MOI of the company provides otherwise.
Section 15: Every company must have a MOI, which is binding between the company
and each shareholder, as well as between and amongst the shareholders, and also
between the company and each director and prescribed officer and any other person
who serves on a commitee of the board, regarding their functions in the company. The
MOI must be consistent with the Act, and will be void to the extent that it contravenes
or is inconsistent with the Act. It may be tailored specifically by the company (per the
alterable provisions of the Act), as long as it does not change any of the unalterable
provisions of the Act – unless such a change will impose a higher standard/greater
restriction or longer period of time than would otherwise apply to the company in the
unalterable provision. In addition, and provided the MOI does not provide otherwise, the
board of directors can make,amend and/or repeal any rules relating to governance of
the company in regard to matters that are not in the MOI or the Act, and must publish (to
shareholders) and file these rules with the Commission (if applicable).
These rules must be consistent with the Act and the MOI and will be void to the extent
they are inconsistent with them. The shareholders may also enter into a shareholders
agreement, and again, this agreement cannot be inconsistent with the Act or the MOI
of the company, and to the extent that the shareholders agreement is inconsistent with
them, is void to the extent of that inconsistency.

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