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5. Public and state owned companies must have social and ethics
committees

The discretionary appointment of social and ethics committees by public
and state-owned companies at the annual general meeting has been made
mandatory by the amendment Bill.

6. The appointment of an auditor
Commercial The proposed amendment to section 90 of the Companies Act further ensures
that the auditor of a company will be an independent person from the company
he or she audits. The amendment diminishes the appointment provision in the
existing Act to one where the auditor may not have been in a close working
relationship with the company (which includes but is not limited to director,
prescribed officer, employee, consultant etc.) for a period of two financial years
immediately preceding the appointment.
7. Private companies to become subject to the Takeover Regulations as
a “regulated company”

For a private company to be subject to the takeover regulations contemplated in
the Companies Act when embarking on affected transactions, the requirements
to be met for the takeover regulations to apply are proposed to be limited to the
following instances:
• If the company is required to be audited by reason of its Public Interest
score; or
• If the company elects to comply with the “extended accountability
and transparency” requirements in chapter 3 of the Companies Act in
its MOI.

In all other instances, the takeover regulations will not apply.
8. Employee share schemes extended

The ambit of employee share schemes will no longer be limited to share
issuances to employees, but will now include the purchase and sale of shares
by and to employees of a company, thereby also affecting the operation of
section 41, 44 and 45 of the Companies Act regarding the requirement of
special resolutions by shareholders.

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