The Shareholder Representative Agreement is a crucial document in South African corporate governance, typically used when shareholders require professional representation in company matters. This arrangement is common in situations involving multiple shareholders, foreign investors, or complex corporate structures where direct shareholder participation may be impractical or inefficient. The agreement must comply with the Companies Act 71 of 2008 and consider the King IV Report guidelines, making it particularly relevant for both private and public companies in South Africa. It details the representative's authority to act on shareholders' behalf in matters such as voting at general meetings, engaging with management, and protecting shareholder interests. The document becomes especially important in scenarios involving minority shareholder protection, corporate restructuring, or when shareholders require specialized expertise in corporate governance matters.
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1. Parties: Identification of the appointing shareholders, the representative, and the company
2. Background: Context of the appointment and relationship between the parties
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Appointment and Term: Formal appointment of the representative and duration of the appointment
5. Scope of Authority: Detailed outline of the representative's powers and authority to act on behalf of shareholders
6. Duties and Responsibilities: Specific obligations and responsibilities of the representative
7. Decision Making Process: Procedures for how the representative will make decisions and consult with shareholders
8. Reporting Requirements: Obligations regarding reporting back to the represented shareholders
9. Remuneration: Terms of payment and compensation for the representative's services
10. Confidentiality: Obligations regarding confidential information
11. Liability and Indemnification: Extent of representative's liability and indemnification provisions
12. Termination: Circumstances and procedures for ending the agreement
13. General Provisions: Standard legal clauses including notices, governing law, and dispute resolution
1. Voting Protocol: Specific procedures for voting at shareholder meetings - include when representing multiple shareholders with potentially different interests
2. Conflict Resolution: Specific procedures for handling conflicts between represented shareholders - include when representing multiple shareholders
3. Emergency Powers: Special powers granted in emergency situations - include when quick decision-making might be required
4. Sub-delegation: Terms for appointing substitute representatives - include when the representative might need to delegate authority
5. Insurance Requirements: Professional indemnity insurance obligations - include for high-value representations
6. Competition and Non-solicitation: Restrictions on representing competing interests - include when dealing with sensitive commercial matters
1. Schedule 1: List of Represented Shareholders: Details of all shareholders being represented, including shareholding percentages
2. Schedule 2: Fee Structure: Detailed breakdown of fees, expenses, and payment terms
3. Schedule 3: Reporting Template: Standard format for periodic reports to shareholders
4. Schedule 4: Decision Matrix: Guidelines for different types of decisions and required approval levels
5. Appendix A: Power of Attorney: Standard form of power of attorney granting specific powers
6. Appendix B: Communication Protocols: Procedures for communications between representative and shareholders
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