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AfroCentric INTEGRATED ANNUAL REPORT 2016
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Shareholder information
7.1.6 Retiring directors shall be eligible for re-election but no person, other than a director retiring at the meeting,
shall, unless recommended by the directors, be eligible for election to the office of a director at any
shareholders meeting.
7.1.7 The Board may appoint any person who satisfies the requirements for election as a director or alternate
director to fill any vacancy and serve as a director or alternate director on a temporary basis until the vacancy
is filled by election in accordance with section 68(1) of the Act.
[Section 68(3)]
7.1.8 Life directorships and directorships for an indefinite period are not permissible.
7.2 Vacancies
If the number of directors falls below the minimum provided for in this Memorandum or those required in terms
of the Listings Requirements, the remaining directors must as soon as possible and in any event not later than 3
(three) months from the date that the number of directors falls below the minimum, fill the vacancies or call a general
meeting for the purpose of filling the vacancies. If required by the Listings Requirements:
7.2.1 the appointment of a director to fill a vacancy or as an addition to the Board must be confirmed by
shareholders at the next annual general meeting; and
7.2.2 after the expiry of the 3 (three) month period referred to above, the remaining directors shall only be
permitted to act for the purpose of filling vacancies or calling general meetings of shareholders.
7.3 Authority of the board of directors
The authority of the Board to manage and direct the business and affairs of the Company, as contemplated in
section 66(1) of the Act, is not limited, restricted or qualified by this Memorandum.
[Section 66(1)]
7.4 Directors compensation and financial assistance to directors
7.4.1 This Memorandum does not limit, restrict or qualify the power of the Company to pay remuneration to its
directors for their service as directors in accordance with section 66(9) of the Act.
[Section 66(8)]
7.4.2 The appointment and remuneration of directors employed in any other capacity in the Company or as a
director or employee of a company controlled by, or itself a major subsidiary of, the Company must be
determined by a disinterested quorum of directors.
7.4.3 The directors may be paid all their travelling and other expenses, properly and necessarily incurred by them
in and about the business of the Company, and in attending meetings of the Board or of committees thereof;
and, if any director is required to perform extra services, to reside abroad or be specifically occupied about
the Company’s business, he may be entitled to receive such remuneration as is determined by a disinterested
quorum of directors, which may be either in addition to or in substitution for any other remuneration payable.
7.5 Indemnification of directors
7.5.1 This Memorandum does not limit, restrict or qualify the ability of the Company to advance expenses to a
director to defend any legal proceedings arising from his service to the Company, or to indemnify a director
against such expenses if the proceedings are abandoned or exculpate the director or arise in respect of any
liability for which the Company may indemnify the director in terms of sections 78(5) and 78(6) of the Act.
[Section 78(4)]
7.5.2 This Memorandum does not limit, restrict or qualify the power of the Company to indemnify a director in
respect of any liability arising out of the director’s service to the Company to the fullest extent permitted by
the Act.
[Section 78(5)]
7.5.3 This Memorandum does not limit, restrict or qualify the power of the Company to purchase insurance to
protect a director against any liability or expenses for which the Company is permitted to indemnify a director
in terms of the Act and this Memorandum, or the Company against any contingency.
[Section 78(7)]
7.5.4 Every director, alternate director, manager, secretary and other officer of the Company and any person
employed by the Company as its auditor shall be indemnified out of the Company’s funds against all liability
incurred by him in defending any proceedings (whether civil or criminal) arising out of any actual or alleged
negligence, default, breach of duty or breach of trust on his part in relation to the Company in which
judgment is given in his favour or in which he is acquitted or in connection with any matter in which relief is
granted to him by the court in terms of the Act.
7.6 Chairman
7.6.1 The directors may elect from their number a Chairman and a Deputy Chairman, or two or more Deputy
Chairmen, and decide the period for which each is to hold office. The directors may also remove any of them
from such office at any time. If neither a Chairman nor a Deputy Chairman has been appointed or if at any
meeting of the directors, neither the Chairman nor a Deputy Chairman is present within five minutes after
the time appointed for holding the meeting, the directors present may choose one of their number to be
chairman of the meeting.