Directors are elected to represent the members of the Company on the Board of Directors, to ensure that the Company has structured mechanisms of accountability to its members and clients, and to meet its strategic objectives by providing services equitably, effectively and sustainably within the means of the company.
In fulfilling this role Directors are accountable to the Members and report back at least once a year to the Members on Company matters, including the performance of the Company. In order to ensure that Directors fulfil their obligations to the Company and support the achievement of Company objectives, the following Code of Conduct is subscribed to by all Directors:
1. Definitions
Company means the Southern African Essential Oil Producers’ Association (SAEOPA), established in terms of the Companies Act, Act 71 of 1973.
Director means persons as defined in the Companies Act and appointed as Directors of the Company in accordance with the Company’s Memorandum of Incorporation (MOI).
Member means companies and persons in good standing who have fulfilled the requirements for membership of the Company as prescribed in the Company’s MOI.
Partner means a spouse or person who permanently lives with another person in a manner as if married; business partner; business associate; or a close family member
2. General conduct of Directors
A Director must:
2.1 Perform the functions of office in good faith, honestly and a transparent manner; and
2.2 At all times act in the best interest of the Company and in such a way that the credibility and integrity of the Company is not compromised.
3. Attendance at meetings
A Director must attend each meeting of the Board, except when:
3.1 Leave of absence is granted in terms of an applicable law or as determined by the rules and orders of the Company; or
3.2 The Director is required, in terms of this Code, to withdraw from the meeting.
4. Sanctions for non-attendance of meetings
A Director will cease to hold the position of director should he/she be absent from two consecutive Board meetings without permission.
5. Disclosure of interests
A Director must:
5.1 Disclose to the Company any direct or indirect personal or private business interest that the Director or Partner of that Director may have in any matter being dealt with by the Company; and
5.2 Withdraw from the proceedings of the Company when that matter is considered by the Board, unless the Board decides that the Director’s direct or indirect interest in the matter is trivial, irrelevant or it is condoned.
5.3 A Director who, or whose Partner acquired or stands to acquire any direct benefit from a contract concluded with the Company, must disclose full particulars of the benefit of which the Director is aware at the first meeting of the Company at which it is possible for the Director to make such disclosure.
5.4 This section does not apply to an interest or benefit which a Director or Partner has or acquires in common with other clients of the Company, or an interest or benefit that is not related to the Company’s interests.
6. Personal gain
6.1 A Director may not use the position or privileges of a Director, or confidential information obtained as a Director, for private gain or to improperly benefit another person.
6.2 Except with the prior consent of the Board, a Director may not:
6.2.1 Be a party to or beneficiary under a contract for the performance of any work otherwise than as a Director for the Company.
6.2.2 Obtain a financial interest in any business of the Company.
6.2.3 For a fee or other consideration appear on behalf of any other person before the Company.
6.3 If more than one-third of the Directors object to consent being given to a Director in terms of sub-item 6.2, such consent may only be given to the Director with the approval of the Members of the Company.
7. Declaration of interests
7.1 When elected or appointed, a Director must within sixty (60) days declare in writing to the Secretary of the Company the following financial interests held by that Director:
7.1.1 shares and securities in any company;
7.1.2 membership of any close corporation;
7.1.3 interest in any trust;
7.1.4 directorships;
7.1.5 partnerships;
7.1.6 other financial interests in any business undertaking;
7.1.7 employment;
7.1.8 interest in property inasmuch as it may pertain to the Company’s interests;
7.1.9 pension, subsidies, grants and sponsorships by any organisation.
7.2 Any change in the nature or detail of the financial interests of a Director must be declared in writing to the Company Secretary annually, within 60 days of the Director having been appointed, elected or co-opted as a director.
7.3 Gifts received by a Director above an amount of R250-00 must be declared in accordance with sub-item 7.1.
8. Rewards, gifts and favours
A Director may not request, solicit or accept any reward, gift or favour for:
8.1 Voting or not voting in a particular manner on any matter before the Company or its Board;
8.2 Persuading the Company or Board in regard to the exercise of any power, function or duty;
8.3 Making a representation to the Company or Board; or
8.4 Disclosing privileged or confidential information.
9. Unauthorised disclosure of information
9.1 A Director may not without the permission of the Company or Board disclose any privileged or confidential information of the Company to any unauthorised person.
9.2 For the purpose of this item, ‘privileged or confidential information’ includes any information:
9.2.1 determined by the Company to be privileged or confidential;
9.2.2 discussed in closed session by the Company or Board;
9.2.3 disclosure of which would violate a person’s right to privacy; or
9.2.4 declared to be privileged, confidential or secret in terms of law.
10. Intervention in administration
A Director may not, except as provided by law:
10.1 Interfere in the management or administration unless mandated by the Board of Directors;
10.2 Give or purport to give any instruction to any employee of the Company except when authorised by the Board to do so;
10.3 Obstruct or attempt to obstruct the implementation of any decision of the Company; or
10.4 Encourage or participate in any conduct which would cause or contribute to maladministration in the Company.
11. Company property
A Director may not use, take, acquire or benefit from any property or asset owned, controlled or managed by the Company to which that Director has no right, unless specifically authorised by the Board for every such instance.
12. Sexual harassment
A Director of the Company may not embark on any action amounting to sexual harassment.
13. Duty of Chairperson of the Board
13.1 If the Chairperson of the Board, on reasonable suspicion, is of the opinion that a provision of this Code has been breached, the Chairperson must:
13.1.1 Conduct or authorise an investigation of the facts and circumstances of the alleged breach;
13.1.2 Give the Director a reasonable opportunity to reply in writing regarding the alleged breach;
13.1.3 Report the matter and his findings thereon to a meeting of the Board after sub-items 13.1.1 and 13.1.2 have been complied with; and
13.1.4 Report the matter to a general meeting of the members of the Company if it is found that a provision of this Code has been breached.
13.2 The Secretary of the Company must ensure that each Director when taking office is given a copy of this Code and that a copy of the Code is available at every meeting of the Company or the Board.
14. Duty of Chief Executive Officer (CEO) / National Coordinator
14.1 If the CEO of the Company, on reasonable suspicion, is of the opinion that a provision of this Code has been breached by the Chairperson of the Board, the CEO must call a special meeting of Directors where he/she must report the matter for discussion.
14.2 The Board, upon receipt of the report from the CEO, shall:
14.2.1 authorise an investigation of the facts and circumstances of the alleged breach;
14.2.2 give the Chairperson a reasonable opportunity to reply in writing regarding the alleged breach; and
14.2.3 consider all the facts before it and resolve the matter accordingly.
15. Breaches of Code
15.1 The Board may:
15.1.1 investigate and make a finding on any alleged breach of a provision of this Code; or
15.1.2 establish a special committee
15.1.2.1 to investigate and make a finding on any alleged breach of this Code; and
15.1.2.2 to make appropriate recommendations to the Board.
15.2 If the Board or a special committee find that a Director has breached a provision of this Code, the Board may:
15.2.1 issue a formal warning to the Director;
15.2.2 reprimand the Director;
15.2.3 suspend the Director for a period; or
15.2.4 remove the Director from office by submitting a recommendation to that effect at a general meeting of the Company.
