IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA
Case No: CT02835/ADJ/2026
In the ex parte application of
EAGLE CANYON GOLF ESTATE HOMEOWNERS
ASSOCIATION NPC APPLICANT
(Registration No: 2003/012328/08)
Presiding Member: Nomagcisa Cawe
Date of Decision: 29 July 2026
______________________________________________________________________
DECISION (Reasons and an Order)
______________________________________________________________________
A INTRODUCTION
[1] The Applicant is THE EAGLE CANYON GOLF ESTATE HOMEOWNERS
ASSOCIATION NPC, a non- profit company registered in terms of the
company laws of South Africa with registration number 2003/012328/08.
The Applicant’s physical address is: The Beffry Street, Eagle Canyon
Estate, Honeydew, Johannesburg, Gauteng.
[2] The Applicant approached Companies Tribunal (“the Tribunal”) to be
exempted from establishing a Social and Ethics Committee ( SEC), as
required by section 72 of the Companies Act 71 of 2008 (“the Act”) read with
Regulation 43 of the Companies Regulations, 2011. The Tribunal is required
to determine whether it is justifiable to exempt the Applicant from
establishing a Social and Ethics Committee having regard to the nature and
extent of its activities.
[3] This application is brought on behalf of the Applicant by the Applicant’s
acting manager, who is also one of its directors, Mr. Shaun Selwin Mills (Mr.
Mills). He is authorised to do so by the resolution of the Applicant’s board of
directors dated 01 April 2026.
B PURPOSE OF THE APPLICATION
[4] Mr. Mills deposed to an affidavit wherein he states that the Applicant attained
a Public Interest Score (PIS) of more than 500 points in the past five
financial years, which made it fall within the category of companies that are
required to establish a Social and Ethics Committee. He submits that the
directors of the Applicant are of the view that a SEC is not required, as the
reason the Applicant achieved these points is that it has 1 379 voting
members who are the registered owners of Sectional Title units within the
Estate.
[5] It is submitted further that the A pplicant’s main objective is to promote,
advance, and protect the communal interest of the homeowners in the
Estate by maintaining its essential community services, amenities, and
activities. However, its activities are relevant only to its members and not
the public at large.
[6] Mr. Mills emphasizes that the Applicant has already established sufficient
committees and auditing functions within for the day-to-day functioning of the Estate.
The committees referred to herein perform the functions that are intended to be
performed by a Social and Ethics Committee.
[7] According to Mr. Mills, the Applicant:-
7.1 raises, collects and utilizes levies, interest and penalties from its Members, to
the exclusion of any third party funding, to meet the business objectives
contemplated in its Memorandum of Incorporation;
7.2 has very limited external activities due to the nature and extent of its activities;
and
7.3 is annually independently audited.
[8] It is pointed out by Mr. Mills that this Tribunal previously exempted the Applicant
from establishing a Social and Ethics Committee in August 2021 and that there have
been no changes in the Applicant’s activities since.
C LEGAL FRAMEWORK
[9] In terms of section 72(4) of the Companies Act, the relevant Minister is empowered
to prescribe a category of companies that must establish a Social and Ethics
Committee if it is in the public interest to do so. Factors such as the company’s
turnover, the number of employees it employed as well as the nature and extent of
its activities would provide a sense of whether a company is required to establish a
Social and Ethics Committee.
[10] Generally, every state-owned company, every listed public company, and any other
company that has scored 500 points in terms of its public interest score in any two of
the previous five-years must establish a Social and Ethics Committee.
1
1 Regulation 43(1)(a),(b)&(c) and Regulation 26(2) of the Companies Regulations, 2011.
[11] In terms of section 72(5) of the Companies Act, a company that is required to
establish a Social and Ethics Committee may apply to the Tribunal to be exempt from
establishing such a committee. To grant such exemption, the Tribunal must be
satisfied that such a company has some form of formal mechanism within its
operations that substantially performs the work that would ordinarily be performed by
a Social and Ethics Committee.2 The applicant in the present matter does not rely on
this ground for exemption.
[12] A company can also be exempt from establishing a Social and Ethics Committee
if it can satisfy the Tribunal that ‘it is not reasonably necessary in the public interest
to require the company to have a social and ethics committee, having regard to the
nature and extent of the activities of the company’ (section72(5)(b)) . The applicant
herein appears to be solely relying on this ground.
[13] In terms of section 72(6) of the Companies Act, where the Tribunal grants an
exemption, such an exemption is only valid for a period of five years or such shorter
period as the Tribunal may direct when the exemption is granted.
[14] In terms of Regulation 43(5) of the Companies Regulations, among others, a
social and ethics committee must monitor the company activities, having regard to
any relevant legislation and other applicable codes of good practice concerning
matters relating to:
14,1 the company’s social and economic development;
14.2 its good corporate citizenship, including promotion of equality,
prevention of unfair discrimination, and reduction of corruption, contribution
2 Section 72(5)(c) of the Companies Act.
to the development of the communities in which its activities are
predominantly conducted or within which its products or services are
predominantly marketed, as well as its record of sponsorship, donations,
and charitable giving;
14.3 the environment, health, and public safety, including the impact of the
company’s activities and its products or services;
14.4 consumer relationships, including its advertising, public relations,
and compliance with consumer protection laws; and
14.5 labour and employment, including the company’s standing in terms
of the International Labour Organisation Protocol on decent work and
working conditions and employment relationships and its contribution toward
the development of its employees.3
D EVALUATION
[15] It is concerning that the applicant in its application quotes Regulation 43(5) of
the Companies Regulations, 2011, and merely states that there are various
committees without indicating the functions which these committees perform.
According to the Applicant, this is the second application for exemption and its
functions have not changed. This means that by now it should be relatively easy for
the Applicant to detail the functions that are performed by every one of its
committees.
[16] This Tribunal has been seriously disadvantaged by the way this application
has been brought. It is unable to ascertain as a matter of fact whether indeed the
purported committees within the applicant’s structures exist and if they do, the nature
of the work that they perform. It cannot be that the Tribunal is merely expected to rely
on Mr. Mills word. Facts and evidence should be provided to the Tribunal to enable it
3 Regulation 43(5)(a) of the Companies Regulations.
to adequately determine the matter. It is hoped that in future applications the Tribunal
will be provided with more than what has currently been furnished to it in this
application.
E CONCLUSION
[17] While I have serious reservations about this application and I am inclined not to
grant it, but I am mindful of the fact that both Regulation 43 of the Companies
Regulations and section 72 of the Companies Act do not provide those who wish to
approach this Tribunal precise guidance on how to prepare their applications.
However, where a party is represented, it is expected that the application should be
arranged in such a way that the Tribunal can be placed in a position to reach a just
decision.
[18] One of the ways to do so, where there is a claim that the company has a
structure that performs functions that are usually performed by a Social and Ethics
Committee, is to provide details of the actual functions of such a structure. Failure to
do so may lead to applications for exemptions being refused. I am, however, of the
view that this application should succeed.
ORDER
[19] In the premises, I make the following order:
a) Application for the Applicant to be exempt from establishing a social
and ethics committee is granted.
b) The exemption shall be effective for a period of five years.
_____________________
Nomagcisa Cawe