Regulation 130: Composition of Board

(1) To be eligible for appointment, designation or co-option as a member of the Companies Tribunal, the Panel, or the Council, and to continue to hold that office, a person must, in addition to satisfying any other specific requirements set out in this Act—

(a) not be subject to any disqualification set out in subsection (2); and

(b) have submitted to the Minister a written declaration stating that the person is not disqualified in terms of subsection (2).

(2) A person may not become, or continue to be, a member of the Companies Tribunal, the Panel, or the Council, if that person—

(a) is an office-bearer of any party, movement, organisation or body of a partisan political nature;

(b) personally or through a related person has or acquires a personal financial interest that may conflict or interfere with the proper performance of the duties of a member of the Tribunal, Panel, or Council;

(c) is disqualified in terms of section 69 from serving as a director of a company; or

(d) is subject to an order of a competent court holding that person to be mentally unfit or disordered.

(1) A member of the Companies Tribunal, the Panel or the Council, must promptly inform the Minister in writing after that person or a related persons acquires a personal financial interest that is, or is likely to become, an interest contemplated in section 205(2)(b).

(2) A member of the Companies Tribunal, the Panel or the Council, must not—

(a) engage in any activity that may undermine the integrity of the Companies Tribunal, the Panel or the Council, as the case may be;

(b) attend, participate in or influence the proceedings during a meeting of the Companies Tribunal, the Panel, or the Council, as the case may be if, in relation to the matter being considered, that member has a personal financial interest—

(i) contemplated in section 205(2)(b); or

(ii) that precludes that person from performing the functions of a member of the Companies Tribunal, the Panel or the Council, in a fair, unbiased and proper manner;

(c) vote at any meeting of the Tribunal, Panel or Council, as the case may be, in connection with a matter contemplated in paragraph (b);

(d) make private use of, or profit from, any confidential information obtained as a result of performing that person’s functions as a member of the Companies Tribunal, the Panel or the Council; or

(e) divulge any confidential information referred to in paragraph (d) to any third party, except as contemplated in section 212(5), or—

(i) to—

(aa) the Commission, the Minister, or the National Treasury to the extent required by this Act or a law mentioned in Schedule 4;

(bb) the South African Reserve Bank;

(cc) the Independent Regulatory Board for Auditors, in terms of the Auditing Profession Act;

(dd) the Financial Intelligence Centre established by the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001); or

(ii) as otherwise required as part of that person’s official functions as a member of the Companies Tribunal, the Panel or the Council.

(3) If, at any time, it appears to a member of the Companies Tribunal, Panel, or Council that a matter being considered at a meeting concerns a personal financial interest of that member or a related person, as contemplated in subsection (2)(b), that member must—

(a) immediately and fully disclose the nature of that interest to the meeting; and

(b) withdraw from the meeting to allow the remaining members to discuss the matter and determine whether the member should be prohibited from participating in any further proceedings concerning that matter.

(4) The disclosure by a person in terms of subsection (3)(a), and the decision by the Companies Tribunal, the Panel, or the Council in terms of subsection (3)(b), must be expressly recorded in the minutes of the meeting in question.

(5) Proceedings of the Companies Tribunal, the Panel, or the Council, and any decisions taken by a majority of the members present and entitled to participate in those decisions, are valid despite the fact that—

(a) a member failed to disclose an interest as required by subsection (3); or

(b) a member who had such an interest attended those proceedings, participated in them in any way, or directly or indirectly influenced those proceedings.

(1)A member of the Companies Tribunal or the Council may resign by giving to the Minister—

(a) one month written notice; or

(b) less than one month written notice, with the approval of the Minister.

(2)A member of the Panel may resign by giving written notice jointly to the Minister and the relevant entity responsible for the designation of that member, if any.

(3) The Minister, after taking the steps required by subsection (4), may remove a member of the Companies Tribunal, Panel or Council only if that member has—

(a) become disqualified in terms of section 205(2);

(b) acted contrary to section 206(2);

(c) failed to disclose an interest or withdraw from a meeting as required by section 206(3); or

(d) neglected to properly perform the functions of their office.

(4) Before removing a person from office in terms of subsection (3), the Minister must afford the person an opportunity to state a case in defence of their position.