Except to the extent that a memorandum of incorporation (“MOI”) of a company provides otherwise, the Companies Act No. 71 of 2008 (“Companies Act”) allows for the board of directors of a company to appoint any number of committees of directors and delegate any of the board of directors’ authority to such board committees.

Generally, the members of board committees are directors of the company, however board committees may include persons who are not directors of the company. In these instances such persons must not be ineligible or disqualified to be a director in accordance with the provisions of the Companies Act and such members shall not be entitled to vote on a matter to be determined by the board committee.

Generally, the board committees are entitled to consult with or receive advice from any person in pursuance of its duties and have the full authority of the board of directors in respect of a matter referred to it.