In addition to any other applicable law relating to the fiduciary duties of members of a board, the following shall apply to members of the Board:
| (a) |
A member of the Board may not be present, or take part in, the discussion of or the taking of a decision on any matter before the Board in which that member or his or her family member, business partner or associate has a direct or indirect interest. |
| (b) |
A member of the Board or his or her family member, business partner or associate, or an organisation or enterprise in which a member of the Board or his or her family member, business partner or associate has a direct or indirect interest, may not— |
| (i) |
offer goods or services to the Agency or conclude any business with the Agency; or |
| (ii) |
make improper use, in any manner whatsoever, of the position of a Board member or of any information acquired by a Board member by virtue of his or her position as a Board member. |
| (c) |
A member of the Board must perform his or her functions at all times with the utmost good faith, honesty and integrity, care and diligence and, in furtherance of his or her functions, without limiting their scope, must— |
| (i) |
take reasonable steps to inform himself or herself about the Agency, its business and activities and the circumstances in which it operates; |
| (ii) |
take reasonable steps, through the processes of the Board, to obtain sufficient information and advice about all matters to be decided by the Board to enable him or her to make conscientious and informed decisions; |
| (iii) |
regularly attend Board meetings; |
| (iv) |
exercise an active and independent discretion with respect to all matters to be decided by the Board; |
| (v) |
exercise due diligence in the performance of his or her functions as a member; |
| (vi) |
comply with any internal code of conduct that the Agency may establish for Board members; |
| (vii) |
not engage in any activity that may undermine the integrity of the Agency; |
| (viii) |
not make improper use of his or her position as a member or of information acquired by virtue of his or her position as a member; and |
| (ix) |
treat any confidential matters relating to the Agency, obtained in his or her capacity as a Board member, as strictly confidential and not divulge them to anyone without the authority of the Agency or as required as part of that person’s official functions as a member of the Board. |
[Section 81A inserted by section 36 of the Electronic Communications Amendment Act, 2014 (Act No. 1 of 2014)]
Supreme Court Act, 1959
