South African law does not impose an all-embracing code of conduct on company directors. In practice, a company's constitution, comprising its Memorandum and Articles of Association, prescribes the extent of the directors' powers. A director who acts outside the ambit of the company's constitution is accordingly answerable to the company for his conduct. The function of the law is to supplement and add detail to the responsibilities of directors as contained in a company’s internal constitution and to deal with areas on which a company's constitution is usually silent.
The relevant law which supplements a company’s constitution may be found in statute – primarily the Companies Act 61 of 1973 (the Companies Act") and case law. Furthermore a director’s duties may be set out in a director’s employment contract (if any) with the company.
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