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Company Directors

Company Directors

Directors are responsible for managing the company’s day-to-day business and may also be shareholders. Directors have duties to the company, its shareholders and others dealing with the company.

What it means to be a director

Directors are also responsible for the business affairs of the company, such as reporting annually to CIPA. All companies must have at least 1 director who lives in Botswana.

The owners of the company (shareholders) appoint the directors who, on behalf of the shareholders, manage the company. The key function of the Directors is to manage day to day business of the company as well as:

• Manage, oversee and monitor the business.

• Select, compensate and replace senior executives.

• Review and, in some cases, approve corporate financial objectives.

• Initiate and adopt corporate plans and actions.

• Advise officers and review corporate actions.

• Make shareholder recommendations.

• Act on all matters where company law does not require shareholder approval.

• Appointment of company secretary.

• Networking and keeping abreast with what is going on in the outside world.

• Providing leadership, inspiring confidence, credibility and trust, including demonstrating

awareness of environmental and ethical issues;

In discharging his/her duty, the Director is obliged to exercise duty of care; a director’s responsibility is to perform his/her duties with the diligence of a reasonable person in similar circumstances. A director has to act in good faith for the best interests of the company. There are punitive measures prescribed by the Companies Act for failure to carry out the Director’s duties as expected.

Who can be a director

A natural person who is not disqualified by the Companies Act may be appointed as a director of a company. The following persons are disqualified from being appointed or holding office as Directors of a company:

• A person who is under 18 years of age.

• An insolvent person.

• A person convicted of theft, fraud, forgery, perjury or uttering a forged document except with leave of the Courts.

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