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Section 207 of The Companies Act No. 17 of 2015: Ratification of acts of directors

    

(1) A decision of a company to ratify the conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be taken only by the members. However, unless the company's articles require unanimity or a higher majority, such a decision can be approved by an ordinary resolution of the members.
(2) A resolution to ratify the conduct of a director of a company is passed at a meeting of the members only if the required majority is obtained after disregarding the votes (if any) cast in favour of the resolution by the director, and by any member connected with the director.
(3) Subsection (2) does not prevent the director or any such member from—(a) attending the meeting at which the decision is considered; and
(b) being counted as part of the quorum for the meeting and taking part in its proceedings.
(4) If the resolution is proposed as a written resolution, neither the director (if a member of the company) nor any member who is connected with the director is eligible to vote on the resolution.
(5) For the purposes of this section—(a) "conduct" includes acts and omissions; (b) "director" includes a former director; and
(c) in section 122, subsection (3) does not apply.
(6) This section does not affect—
(a) the validity of a decision taken by unanimous consent of the members of the company; and
(b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company; or
(c) the operation of any other enactment or rule of law imposing additional requirements for valid ratification or of any rule of law as to acts that are incapable of being ratified by the company.

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Disclaimer: This document is not to be taken as legal advise.

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