n SA Mercantile Law Journal = SA Tydskrif vir Handelsreg - Indemnification and aspects of directors' and officers' liability insurance in terms of Section 78 of the Companies Act 71 of 2008 : analysis

Volume 23, Issue 1
  • ISSN : 1015-0099
  • E-ISSN: 1996-2185



It is trite law that the directors of a company stand in a unique relationship to that company. Not only are their rights and duties primarily determined by their contracts, if any, with the company, but are they also obliged to act in accordance with any applicable statute, the common law and company's constitution and (see HS Cilliers, ML Benade, JJ Henning, JJ du Plessis, PA Delport, L de Koker & JT Pretorius 3ed (2000) (hereafter 'Celliers et al') at 139-48 and 160). Significant discretionary powers are conferred upon directors and, as such, they have a fundamental influence on the success or failure of a company. This is particularly true of the modern corporate environment, where directors play an active role in the management of a company.

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