INTRODUCTION
1. The applicant applies for an exemption from the requirement to appoint a social and
ethics committee on the basis that the applicant has only 2 directors, the managing
director represents the majority shareholder of the company and both directors are
involved with the effective running of all facets of the company operations.
2. The requirement is imposed by section 72 (4) of the Companies Act 71 of 2008 (the
Act) and expanded in regulation 43 of the Companies Regulations.(the Regulations)
PRELIMINARY ISSUES
3. The deponent to the applicant’s affidavit is Mark James Johnstone who is managing
director of the applicant. There is no special resolution by the applicant appointing
him to act on behalf of the company.
4. It is submitted that it is not reasonably necessary to have a social and ethics
committee, having regard to the fact that specific measures are in place in order to
ensure legal compliance with regards to all sectors of its industry. He does not state
what exact measures are in place.
5. It is not stated whether in terms of regulation 43 of the Regulations to the Act, the
Applicant has scored, and is expected to score, above 500 points in terms of
Regulation 26 (2) and whether it is accordingly required to appoint a social and ethics
committee in terms of regulation 43 of the Act.