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■ the provision of financial assistance to any person contemplated in Section 44
for the acquisition of securities of the company despite knowing that this
financial assistance was inconsistent with Section 44 or the company’s MOI
■ the provision of financial assistance to a director despite knowing that this
financial assistance was inconsistent with the Act or the company’s MOI
■ a resolution approving a distribution despite knowing that the distribution was
contrary to Section 46, subject to sub-section (4)
■ the acquisition by the company of any of its shares or the shares of its holding
company despite knowing that the acquisition was contrary to Section 46 or
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■ an allotment by the company despite knowing that the allotment was contrary to
any provision of Chapter 4 of the Act.
■ for granting unauthorised options
■ for agreeing to the granting of financial assistance to directors or other parties,
when not in accordance with requirements (Section 45)
■ for knowingly failing to vote against a share purchase which did not accord with
legislative requirements
■ Section 46: A director will only be liable for failing to vote against a distribution
if, immediately after so voting, the company failed to satisfy the solvency and
liquidity test and this was reasonably predictable.
Directors liability under POPIA
■ Non-compliance with the provisions of POPIA by a Responsible Party could lead
to the data subject lodging a complaint with the Information Regulator, which
would lead to an investigation and possible Administrative Fine. Examples of
non-compliance by a Responsible Party are a breach of any of the 8 lawful
conditions for processing, non compliance with certain sections of POPIA (for
example Section 22 which requires that the Responsible Party inform the Information
Regulator of a data breach), sending unsolicited direct marketing, and sharing
information cross-border where it is not allowed.
■ The Responsible Party may also be found to have committed a criminal offence
in certain circumstances. Chapter 11 of POPIA lists the offences as: obstruction
of information, obstruction of the execution of a warrant, failure to comply with
an Enforcement or Information Notice issued by the Information Regulator,
unlawful acts by Responsible Party with an account number, unlawful acts by third
parties in connection with an account number, breach of confidentiality (breach
of Section 54 – where a person acting on behalf of or under the direction of the
Information Regulator must keep all personal information that he is privy to during

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