Monday 25 November 2013

South Africa: Nominee non-executive director not entitled to fees and bonuses

The Supreme Court of Appeal gave judgment last Friday in Public Investment Corporation v Bodigelo (128/2013) [2013] ZASCA 156: see here (pdf). The case concerned an employee, Mr Bodigelo, appointed by his (former) employer (PIC) to act as a non-executive director of four companies in which it had invested. The non-executive directors of these companies were paid directors' fees and bonuses but in Mr Bodigelo's case these were paid to PIC. Mr Bodigelo argued that he was entitled to the fees and bonuses. His claim was upheld by the North Gauteng High Court but rejected by the Supreme Court of Appeal. In doing so the court held, amongst other things, that the fact that Mr Bodigelo was required to exercise his discretion as a director of the four companies unfettered by the interests of PIC, did not mean that it was impossible for his functions as a director to be carried out in the context of his employment with PIC.

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