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OUR REF:

DATE:

G E Anderson- ---- 1

-~ -- - - -

7 August 2008- -

per email: mawilliams@parliament.gov.za

Mrs. M A Williams

Secretary to Parliament

Dear Mrs Williams,

SUBMISSION OF THE MINISTER OF FINANCE'S E-COMMERCE ADVISORY COMMITTEEON THE COMPANIES BILL 2008

1) Introduction

We hereby provide you with the inputs of the Minister of Finance's E-Commerce AdvisoryCommittee on certain aspects of the Companies Bill 2008.

This Committee is tasked with, among others, promoting a wider adoption of electroniccommunications and transactions in the financial services sector. In this regard, theCommittee reviews proposed new laws which could assist the financial services sector in thisregard.

The Committee supports the Bill and welcomes the "e-friendliness" of the Bill, especially inrespect of signing of documents, record retention, e-filing and non-face to face shareholderand board meetings and proxies.

We hereby provide our inputs only on those aspects of the Bill that we believe are alreadyadequately dealt with in the Electronic Communications and Transactions Act 25 of 2002("ECT Act") in order to avoid duplication and potential conflict between the two laws.

In terms of section 4 of the ECT Act, it is a law of general application and its provisions mustbe applied in the interpretation of all other laws, unless such other laws expressly provideotherwise.

2) Section 6: Anti-avoidance, exemptions and substantial compliance

a) Provision in the Bill

(11) If, in terms of this Act, a document, record or statement, other than a noticecontemplated in subsection (10), is required-

(a) to be retained, it is sufficient if an electronic original or reproduction of thatdocument is retained in a form from which a printed copy can be produced within areasonable time; ...

Board Members Dr CDR Rustomjee (Chairperson) AMSithole (Deputy Chairperson) BMHawksworthMs JV Mogadime Ms AMMMokgabudi Ms LMMojela Prof PJ Sutherland Ms HS WiltonExecutive Officer D P Tshidi I~

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b) Our submission

Section 15 of ECT Act adequately provides for this. It is not advisable to create a separateregulatory regime. It is suggested that the parenthesis: "in a form from which a printedcopy can be produced within a reasonable time" be substituted with: as provided for insection 15 of the Electronic Communications and Transactions Act

3) Section 24: Form and standards for company records

a) Provision in the Bill

24. (1) Any documents, accounts, books, writing, records or other information that acompany is required to keep in terms of this Act or any other public regulation must bekept-

(a) in written form, or in an electronic or other form or manner that allows that informationto be converted into written form within a reasonable time; and

(b) for a period of seven years, or any longer period of time specified in any otherapplicable public regulation, subject to subsection (2).

b) Our submission

Section 12 of the ECT Act creates functional equivalence between physical and electronicwritings. It is submitted that this clause 24 could create confusion as to the scope of themeaning of "writing" used elsewhere in the Bill. It is therefore advisable to remove "or in anelectronic or" from section 24(1)(a).

Please note that the Committee will not be making oral representations at the public hearings.

G E Ap.EtersonTV REGISTRAR: FINANCIAL SERVICES PROVIDERS

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