The following summary highlights some of the significant changes found in the new MOI . The changes listed below are not exhaustive, and shareholders are advised to read the whole new MOI for a full appreciation thereof.
- The Board of directors is authorised to provide financial assistance in terms of the Companies Act.
- In addition to the Board of directors being able to call shareholders’ meetings, the prescribed officers can do so if authorised by the Board of directors.
- Meetings of shareholders can now be convened on 15 business days’ notice.
There is provision for a Social and Ethics Committee to be appointed.
- The new MOI allows written resolutions in terms of section 60 of the Companies Act in certain circumstances.
- The annual rotation of directors in terms of the new MOI applies only to non-executive directors.
- Non-executive directors’ fees will be paid on the basis of a special resolution.
Board of directors’ approval of a distribution/dividend payment will be subject to the solvency and liquidity test.
- The Board of directors is authorised to determine record dates for the exercise of shareholders’ rights in terms of the Companies Act and the Listings Requirements.
- Shareholders’ meetings may be conducted by electronic communication.
- Electronic participation at shareholders’ meetings is provided for.
- The making of rules as contemplated in section 15(3) of the Companies Act is prohibited.
The Companies Act 71 of 2008:
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