Rotation Policy In Terms Of Bridge's MOI Case Study
1. Opening and Welcoming 1.1. Mr. R van der Horst and Ms. Moodley welcomed all present at the meeting.
2. Rotation policy in terms of Bridge’s MOI. 2.1. Mr. Wright explained the reasons for the special meeting namely, to identify which Directors will retire by rotation and furthermore to confirm the number of Directors to serve on the Board.
2.2. Regarding the rotation of Directors, Mr. Wright explained that in terms of Bridge MOI, paragraph 36.3.1. at each Annual General Meeting (“AGM”) of the Company, ⅓ (one third) of the Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to ⅓ (one third), but not less than ⅓ (one third), shall retire from office, provided that if a Director …show more content…
The Chairperson raised a concern that this Trust appointment does not by default exclude the Director from the rotation policy. Mr. van der Horst explained that this appointment does not mean that Mr. Badenhorst will remain as a Director, however, this appointment will be decided by the Trustees and the Trustees will decide who will represent the Bridge Relief Trust for the ensuing year. Having said that, the agreement to appoint a Director to represent the Bridge Relief Trust cannot be part of the rotation policy, as it is in conflict of the said agreement. The Chairperson requested the Company Secretary to investigate whether this seat on the Board should be part of the rotation policy. The Company Secretary noted the …show more content…
It was decided by the Board that Mr. G Roy and Mr. A van den Bout will retire by rotation. Furthermore, both Directors will be eligible for re-election.
2.2.11. The Board requested that the MOI should be altered to include the amendments as stipulated in the approved business rescue plan. Mr. Van der Horst explained that Mr. Andre Prakke was instructed to finalise the MOI. Mr. Van der Horst will report back on the process.
3. Confirm the number of Directors to serve on the Board 3.1. Mr. Wright explained in terms of Bridge MOI the minimum number of Directors are four (4), and in terms of the Business Rescue Plan the maximum number of Directors are six (6).
3.2. Currently, the Board consist of six (6) Directors.
3.3. The Chairperson wanted to know until when the company will follow the Business rescue plan as a governing document. Different opinions were noted. It was decided that a legal opinion will be obtained to clarify the closing date.
3.4. Regarding the number of Directors, it was decided that the maximum number of Directors will remain on six (6), and will only be considered should the need arise or proposed by Shareholders.
1. Adjournment 1.1. There being no further business to discuss Ms. Moodley declares the meeting
2. Rotation policy in terms of Bridge’s MOI. 2.1. Mr. Wright explained the reasons for the special meeting namely, to identify which Directors will retire by rotation and furthermore to confirm the number of Directors to serve on the Board.
2.2. Regarding the rotation of Directors, Mr. Wright explained that in terms of Bridge MOI, paragraph 36.3.1. at each Annual General Meeting (“AGM”) of the Company, ⅓ (one third) of the Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to ⅓ (one third), but not less than ⅓ (one third), shall retire from office, provided that if a Director …show more content…
The Chairperson raised a concern that this Trust appointment does not by default exclude the Director from the rotation policy. Mr. van der Horst explained that this appointment does not mean that Mr. Badenhorst will remain as a Director, however, this appointment will be decided by the Trustees and the Trustees will decide who will represent the Bridge Relief Trust for the ensuing year. Having said that, the agreement to appoint a Director to represent the Bridge Relief Trust cannot be part of the rotation policy, as it is in conflict of the said agreement. The Chairperson requested the Company Secretary to investigate whether this seat on the Board should be part of the rotation policy. The Company Secretary noted the …show more content…
It was decided by the Board that Mr. G Roy and Mr. A van den Bout will retire by rotation. Furthermore, both Directors will be eligible for re-election.
2.2.11. The Board requested that the MOI should be altered to include the amendments as stipulated in the approved business rescue plan. Mr. Van der Horst explained that Mr. Andre Prakke was instructed to finalise the MOI. Mr. Van der Horst will report back on the process.
3. Confirm the number of Directors to serve on the Board 3.1. Mr. Wright explained in terms of Bridge MOI the minimum number of Directors are four (4), and in terms of the Business Rescue Plan the maximum number of Directors are six (6).
3.2. Currently, the Board consist of six (6) Directors.
3.3. The Chairperson wanted to know until when the company will follow the Business rescue plan as a governing document. Different opinions were noted. It was decided that a legal opinion will be obtained to clarify the closing date.
3.4. Regarding the number of Directors, it was decided that the maximum number of Directors will remain on six (6), and will only be considered should the need arise or proposed by Shareholders.
1. Adjournment 1.1. There being no further business to discuss Ms. Moodley declares the meeting