Section 766 of The Companies Act No. 17 of 2015: Authorisation of agreement by members of the company
(1) A liability limitation agreement is authorised by the members of the company only if it has been authorised under this section and that authorisation has not been withdrawn.
(2) A private company may authorise a liability limitation agreement between it and its auditor—
(a) before the company enters into the agreement – by passing a resolution waiving the need for approval;
(b) before the company enters into the agreement – by passing a resolution approving the agreement's principal terms; or
(c) after the company enters into the agreement – by passing a resolution approving the agreement.
(3) A public company may authorise a liability limitation agreement between it and its auditor—
(a) before the company enters into the agreement – by passing a resolution in general meeting approving the agreement's principal terms; or
(b) after the company enters into the agreement — by passing a resolution in general meeting approving the agreement.
(4) The resolution required under this section is an ordinary resolution unless a provision of the company's articles requires a higher majority or unanimity.
(5) For the purposes of this section, the principal terms of an agreement are terms specifying, or relevant to the determination of—
(a) the kind of acts or omissions covered;
(b) the financial year to which the agreement relates; or (c) the limit to which the auditor's liability is subject.
(6) The company may withdraw an authorisation by passing an ordinary resolution to that effect—
(a) at any time before the company enters into the agreement; or
(b) if the company has already entered into the agreement, before the beginning of the financial year to which the agreement relates.
(7) Subsection (6)(b) has effect despite anything in the agreement to the contrary.
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