Appointment of directors and the Board

Only natural persons with legal capacity are eligible to be appointed as Directors to the Board.

For Profit Companies (private or personal liability company), one or more directors are required to be appointed.

For Public (Limited) and Non-Profit Companies, three or more directors are required to be appointed, in addition to the minimum number of directors that the company must have to satisfy any requirement, whether in terms of the Act or its MOI, to appoint an audit committee, or a social and ethics committee.

The MOI may provide for a higher minimum number of directors than those required by the Act.

Section 66(4) of the Act provides that the MOI may:

(a)(i)  provide for the direct appointment (or removal) of Director(s) to the Board, by any person named therein; and

(ii)  may also provide that for a person to be an ex officio director as a consequence of that person holding some other office, title, designation or similar status;

(iii)  the appointment or election of alternate director(s) to the company.

Section 66(4)(b) of the Act provides that a profit company must provide for the election by shareholders of at least 50% of the directors, and 50% of any alternate directors.

Section 66(11) of the Act provides that 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) of the Act provides that 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.