(1) Subject to subsection (2), a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by any of the following persons - an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; a professional adviser or expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence; any other director or committee of directors with whom the director did not serve, in relation to matters within the director’s or committee’s designated authority. (2) Subsection (1) applies to a director only if the director acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that such reliance is unwarranted. PART IX - SHAREHOLDER ACTIONS Interdict to restrain action (1) Where a company or a director proposes to engage in conduct that contravenes the articles of incorporation of the company or this Act, the company, a director or shareholder of the company may apply to Court for an order interdicting the company or the director from so acting. Where the Court grants an order under subsection (1), it may grant such consequential relief as it deems fit. Derivative action (1) Subject to subsection (2), a shareholder or director of a company may apply to Court for leave to bring proceedings in the name and on behalf of the company or a related company, or intervene in proceedings to which the company or a related company is a party, for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company or related company. Without limiting subsection (1), in determining whether to grant
Auditor’s attendance at shareholders meetings A board shall ensure that the auditor of the company - is permitted to attend any meeting of shareholders of the company; receives notices and communications relating to the meeting which a shareholder of the company is entitled to receive; and is heard at a meeting of the company which he or she attends on any part of business of the meeting which concerns him or her as auditor. Auditor’s report (1) An auditor of a company shall make a report to the shareholders on the accounts audited by him or her. An auditor’s report shall comply with auditing standards issued, adopted and published by the Lesotho Institute of Accountants. An auditor’s report under subsection (1) shall state whether - the auditor has obtained all information and explanations that he or she requires; in the auditor’s opinion, proper accounting records have been kept by the company, in so far as appears from the examination of those records; in the auditor’s opinion, and according to the information and explanations given to him or her as shown by the accounting records, documents and other information of the company, the accounts comply with this Part and where they do not, the respects in which they fail to comply; and in the auditor’s opinion, the financial statements give a true and fair view of the financial position of the company, the
the reasons for it; sets out the reasonably foreseeable consequences for creditors of the company if the resolution for compromise is approved; and sets out the extent of any interest of a director in the proposed compromise; and a copy of the list or lists of creditors. Creditors meeting on proposed compromise (1) A compromise, including any amendment proposed at a meeting, is approved by creditors or a class of creditors, if at a meeting of creditors, or that class of creditors conducted in accordance with the articles of incorporation, the compromise, including any amendment, is adopted. A quorum for the approval of a compromise by the creditors or a class of creditors pursuant to subsection (1) may be met by the presence in person or by proxy of either a majority of the number of creditors or creditors representing 75 percent of the value of the amounts owed. A resolution approving a compromise shall be adopted by majority vote, both by number and by value of the amounts owed of all creditors or class of creditors present in person or by proxy, otherwise the compromise shall be deemed not to have been approved. A compromise approved by creditors or a class of creditors of a company is binding on the company and on all creditors or class of creditors to whom notice of the proposal was given. If a resolution that proposes a compromise is put to the vote of more than one class of creditors, it shall be presumed, unless the contrary is expressly stated in the resolution that the approval of the compromise by each class is conditional on the approval of the compromise by every other class that votes on the resolution. The proposer shall notify the result of the voting in writing to each known creditor, the company, judicial manager or liquidator.