This Shareholders Agreement, dated 22/10/2018 is entered amongst the following individuals constituting all the current shareholders of Forest Furniture:
Mr Wise Msiza
Mr Kadibetjo Dikgole
Mr Alpha Maila
Mr Kierin Barnard
Mr Jose Buela
Miss Phiona Sibisi
1. Purpose of Agreement
1.1. The Shareholders are all the shareholders of the Corporation, they play a sole Directory role and are Officers of the Corporation.
1.2. The Shareholders are entering into this Shareholder Agreement to provide for the management and control of the business of the Corporation, these include disposition of shares, distribution of assets on liquidation, management of the business, and division of profits.
2. Shares Subject to Agreement
The Shareholders listed on the introductory section of the Agreement own the number of shares of common stock, and a certain percentage of company ownership, as listed on Table 3.
Table 3 Shares subject to Agreement
Shareholder’s name No of Shares % of Ownership
Mr Wise Msiza 200 33.333
Mr Kadibetjo Dikgole 80 13.333
Miss Phiona Sibisi 80 13.333
Mr Alpha Maila 80 13.333
Mr Kierin Barnard 80 13.333
Mr Jose Buela 80 13.333
The shares listed on Table 3 include all the outstanding and issued capital stock of the Corporation.
3. Management and Control
3.1. Board of Directors: The Shareholders to this Agreement will be directors of the Corporation and that will be terminated in accordance with this Agreement.
3.2. Authority of Directors: During the operation period of this Shareholder’s Agreement, the Corporation’s directors will:
3.2.1. Determine the assets of the business for purposes of corporate distributions accordingly;
3.2.2. Ensure a quarterly report sent to the Shareholders not later than 30 days after the close of the quarter year;
3.2.3. Ensure the business of the corporation is in accordance with sound business practices.
3.3. President. Subject to Section 3.7 limitations, the President of the Corporation will be its managing officer. This means that he or she will control the day-to-day operations and affairs of the business, including:
3.3.1. Sharing of meetings;
3.3.2. Ensuring the decisions agreed upon are acted on;
3.3.3. Help the other offices to function effectively;
3.3.4. Ensure all books are audited and properly filed;
3.3.5. Provide leadership.
3.4. Vice President. Subject to Section 3.7 limitations, the Vice President of the Corporation will:
3.4.1. Help in sharing of meetings;
3.4.2. Perform the roles of the president if absent;
3.4.3. Attend meetings;
3.4.4. Give inputs and act as an adviser to the president.
3.5. Treasurer. Subject to Section 3.7 limitations, the Treasurer of the Corporation will:
3.5.1. Provide financial monthly reports;
3.5.2. Provide statements;
3.5.3. Ensure records are properly filed and accessible when needed;
3.5.4. Advise on cash related matters.
3.6. Secretary. Subject to Section 3.7 limitations, the Secretary of the Corporation will:
3.6.1. Act as the face of the corporation and corporation’s spokesperson;
3.6.2. Take and prepare minutes at meetings;
3.6.3. Ensure minutes are signed and typed;
3.6.4. Draft and type monthly general reports;
3.6.5. Prepare any documentation of the corporation;
3.6.6. Ensure books are available needed and audited.
3.7. Limitations on actions of officers. Officers are not allowed to do the following without the approval of all Officers of the Corporation:
3.7.2. Approval of monthly financial reports
3.7.3. Amendment of policies and constitution
3.7.4. Transfer of shares
3.7.5. Media briefings
3.8. Shareholders’ Approval. A written consent of all the Shareholders is required to approve the following actions:
• Merging or consolidating of matters involving the Corporation.
• Amendment of the documents of Incorporation of the Corporation.
• The issuing of shares of the Corporation.
• Transferring of all the assets.
• Amendment of this Agreement.
3.9. Shareholders’ Employment. Shareholders may be hired as officers, provided they:
• Hold shares of stock.
• Are active in its business.
• Perform their duties and responsibilities as set forth in this Agreement, the documentation of Incorporation and the by the laws of the Corporation.
Forest Furniture’s management structure
Figure 6 Forest furniture’s management structure
Figure 6 shows Forest furniture’s management structure. Both operational and marketing manager will be reporting to the CEO.
Marketing and sales manager
Marketing and sales manager’s responsibilities are as follows:
• Manage Marketing department
• Oversee the company marketing budget
• Develop marketing strategy
• Co-ordinate and monitor the effectiveness of the marketing campaigns
• Maintain internal communication to ensure that all company employees are aware of marketing activities
• Managing the sales team
• Motivate and advise the sale reps
• Set sale targets
• Analyze old data to project future performance
Because of the size of the company, the marketing and sales manager will oversee the finances. The responsibilities of Marketing and sales team is basically to market and sell the product.
The Operational Manager will be reporting to the CEO, and the following teams will be reporting to the Operational Manager, Human resource, Project manager, Administration.
Operational manager roles
• Going act as s link between Human resource and CEO
• Review and manage projects costs
• Oversee administration decisions
• Plan and monitor new changes
Human Resource roles
• Oversee employment records related to recruiting, promoting, terminating etc.
• Explain policies, laws and standards to new staff and existing team.
• Ensure paper work is complete and processed for new staff.
Project Manager roles
• Planning and organizing project activities
• Monitor and control the progress of the project
• Control the budget of the project
• Motivate the team
• Ensure the project is completed on time and within the budget
• Ensure sufficient communication within the project
Site Manager/Supervisor roles
• Manage and motivate team
• Ensure that daily targets are met
• Raise safety concerns with the team and enforce safety roles
4. Non-competition and Trade Secrets
4.1. Non-competition: Each Shareholder binds them self that if he or she is the owner any of the Corporation’s shares, the Shareholder will not be hired by a similar Corporation.
4.2. Secrets trading: Each Shareholder is aware that the customer’s secrets, list, and technical information of the Corporation are not to be shared unless there is a written consent of all Shareholders.
5. Income and Losses Distributions
5.1. Determining of Net Income and Loss: The profits and losses of the Corporation for each year will be determined in accordance with accepted accounting principles.
5.2. Retaining Net Income: The Corporation will retain of its total income, plus any additional amount the Shareholders reasonably believe necessary to meet financial needs of the Corporation, including the expansion of its business.
5.3. Regular Distributions of Total Income: The total income of the Corporation may be distributed quarterly to the Shareholders in proportion to the number of shares of the Corporation owned by each of them.
6. Shareholder Loans
6.1. Conditions of Loan: A Shareholder may loan the Corporation money upon when approved by Shareholders.
6.2. Repayment: When the corporation has enough funds, the Shareholder loans payments by the Corporation can be done.
7. Dissolution of Corporation
7.1. Unanimous consent required: All Shareholders must agree to dissolution that is voluntary.
7.2. Dissolution procedures: Immediately after the dissolution commences, the corporation will cease all its operations. During that process, the President or any Shareholder that has been appointed by the President, will be able to perform the following acts, as necessary for the winding up of the affairs of the Corporation:
• Continue the business required for the winding up of the affairs of the business;
• Issue contracts and collect, make payments, and settle all debts and claims against the Corporation;
• Sell at private or public sale any part of the assets for cash in an amount that is considered reasonable by the President;
• Take any steps (including making contracts) in the Corporation’s name that are necessary for the winding up process.
• Hire agents and attorneys to wind up and liquidate the Corporation.
7.3. Assets Distribution of: As part of the process of dissolution, the Shareholders appointed, or the President, will apply the assets of the Corporation in the following order:
• To all liabilities and debts in accordance with the law, including the expenses of liquidation process, but excluding any of the loans from Shareholders;
• To all loans of Shareholders, with unpaid interest;
• To net profits that are not distributed;
• To pay back the purchase price of the shares paid by each Shareholder;
• To Shareholders according to the shares each of them hold.
8. Transferring of Shares
8.1. Shares received for Investment: Each of the Shareholders is aware and confirms that he or she has obtained and accepted his or her shares for investment in his or her own account.
8.2. Transfer Restrictions: Any transfer, sale any of the shares of the Corporation outside this Agreement is void.
8.3. Buy-Sell Upon Death of Shareholder: When a Shareholder passes on, their shares are to be sold to the corporation.
8.4. Buy-Sell for Other Reasons: A Shareholder may out of their own will sell their shares to the corporation.
8.5. Right of First Refusal: A Shareholder has a right of first refusal to purchase all shares that would be repurchased by the Corporation at the purchase price that was set.
9. Resolution of Disputes
9.1. Any dispute that may arise relating to the Shareholders Agreement shall be resolved by the following ways:
9.1.1. Mediation by third party: The winning party won’t have to pay the process related fees such as attorney’s fees.
10. Miscellaneous Provisions
10.1. Acts that are necessary: All parties that are involved in this Shareholder Agreement will perform any actions, including drafting of documents necessary to fulfil this Agreement.
10.2. Notices: All notices, communications, requests, or demands that are required by this Shareholder Agreement will be sent in writing to the following:
Address: 367 Siza Building
P.O Box 9076
10.3. Attorneys’ Fees: In case an event occurs, the winning party will not have to pay attorneys’ fees.
10.4. Binding on Successors and Assigns: This Agreement binds the parties involved and on each of their enlisted heirs, administrators, successors etc.
10.5. Severability: The invalid provisions for any reason do not affect the remaining provisions.
10.6. Law that governs this agreement: This Agreement shall be assigned and governed according by the South African laws.
10.7. Entire Agreement: This entire document constitutes the entire Shareholder Agreement and correctly highlights the rights, duties and the obligations of the Shareholders.
Drafted on 22/10/2018 at Ermelo, Kruger Street.
Shareholder 1 Shareholder 2
Shareholder 3 Shareholder 4
Shareholder 5 Shareholder 6