3.1 DIRECTORS
Every company must have at least one director to manage the company. In the case of one person running a business the person who starts the business will be the sole director. He would probably also hold a 100 percent of the shares in the company. As the company grows and raises more capital and issues more shares more directors will be added to the Board and therefore there would be whole lot of rules in the way that these directors would govern the company. A lot of these rules would be found in the MOI and rules as well as in the act and of course also in the common law.
There are various sections in the Act and Section 66(2) of the 2008 Act says that every company in particular a private company or a personal liability company must have at least one director and a public company or a non-profit company at least three. There are various rules in the way these directors can be appointed, however any person can be a director of a company and the MOI can impose minimum qualifications for being a director. There are however some people who are ineligible or could be disqualified from being a director. For disqualifications look at Section 69(8). It is the MOI that gives directors power to run the company.
Company Secretarial Practitioners must take cognisance of the voting rights between the directors and shareholders so that the power is not held in the incorrect hands and that in reality it is really the shareholders who have the power.