South Africa

This following language was developed to be included in the Memorandum of Incorporation (MOI) of a private profit company incorporated in South Africa, under the Companies Act, 71 of 2008 (Companies Act).

Objects/Purpose Clause:

1.The objects of the Company shall include, through its business and operations, to have a material positive impact on (a) society and (b) the environment, taken as a whole.

Directors Clause:

2.1 A Director must, when acting in that capacity, exercise the powers and perform the functions of Director (i) in good faith and for a proper purpose, (ii) in the best interests of the Company, and (iii) with the degree of care, skill and diligence that may reasonably be expected of a person carrying out the same functions in relation to the company as those carried out by that director and having the general knowledge, skill and experience of that Director. In doing so, a Director shall have regard to (amongst other factors or matters) the following:

a. the interests of the Company’s shareholders;

b. the combined context of the economy, society and environment in which the Company operates;

c. the financial, manufactured, intellectual, human, social and relationship, and natural capitals used or affected by the Company;

d. the legitimate and reasonable interests of the Company's employees;

e. the impact of the Company's operations on the community, society and the environment;

f. the likely consequences of any decision in the short, medium and long term;

g. the legitimate and reasonable interests of other [material] OR [affected] stakeholders;

h. the need to pursue sustainable development as an economic and ethical imperative; and

i. responsible corporate citizenship.

2.2 For the purposes of clause 2.1, a Director shall not be required to regard any particular factor or the interests any particular stakeholder, including shareholders, as more important than any other.

2.3 Nothing in this clause 2 express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).

2.4 Binding nature of MOI.

A company’s MOI, and any rules of the company (if and to the extent they are adopted), are binding:

(a) between the company and each shareholder;

(b) between or among the shareholders of the company; and

(c) between the company and: (i) each director or prescribed officer of the

company; or (ii) any other person serving the company as a member of a

committee of the board, in the exercise of their respective functions within the company.

Please see this instructional guide for more information on how to complete the legal requirement.

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