Vaccination policies in South Africa remain controversial however they are not illegal if the policy is implemented in a manner which conformed with the laws in South Africa. 

Many companies followed the Department of Employment and Labour *Amended Consolidated Direction on Health and Safety *which provided the circumstances under which an employee may implement a mandatory vaccination COVID 19 policy in their workplaces. 

However, now that South Africa is no longer in a National State of Disaster, is your vaccination policy still legal? We seek to provide you with the answer in this article and to assist you in drafting a legally enforceable vaccination policy.  

> To be clear, the law in South Africa still allows for vaccination requirements / policies in the workplace even outside of the National State if Disaster.   
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**What does the law say? ** 

Even before COVID, the Occupational Health and Safety Act, 1993 (**OHSA**), provided for guidelines on vaccination policies in South Africa.  

Under OHSA, an employer in a company has a legal duty to ensure a working environment that is safe and without risk to the health of its employees.  

Under OHSA various regulations are published which help employers understand and practically implement the provisions of OHSA.   

For example, the Hazardous Biological Agents Regulations (**Hazardous Regulations**) were recently amended to state that the SARS-CoV-2 virus is classified as a Group 3 hazardous biological agent. The Hazardous Regulations further confirm that a registered vaccine for the SARS-CoV-2 virus (COVID) is available in South Africa. 

The law in South Africa states that employers are to conduct a risk assessment to determine if any employee could be exposed to a hazardous biological agent. If after conducting the risk assessment it is found that employees may be exposed to COVID or another hazardous biological agent at the workplace the employer must take steps to control such exposure in the workplace. 

The Hazardous Regulations go on to provide that, such control measures must include **making available effective vaccines** for employees who are not immune to the hazardous biological agent in question. 

How does an employer being to implement such control measures? 

**The Code of Practice** 

The Code of Practice: Managing Exposure to SARS-CoV-2 in the Workplace” (**Code**) is now in force. The Code states that every employer must undertake a risk assessment and based on the risk assessment must develop a plan to include** steps to be taken relating to the vaccination of its employees**.  

A vaccination policy is only necessary and therefore legally enforceable as a “reasonably practicable control measure” which the employer will determine based on its risk assessment. 

 

**What is a Risk Assessment?** 

What is a risk assessment and how do you go about doing one?  

Before developing a policy on vaccination, an employer needs to conduct a risk assessment. You can find our suggested risk assessment document here \[=].  

Legally an employer must inform all employees of the results of the risk assessment, and the employees must be given an opportunity to comment.  

If there is an employees’ union representing the majority of employees the employer must also consult with the union regarding the outcome of the risk assessment. To the extent that there is a health and safety representative/committee, the employer must also consult with the committee.   

**What does a Vaccination Policy look like? ** 

Once the risk assessment has been completed and the employer has determined that there is a need for a policy to ensure a safe working environment, the employer must draft a policy describing the steps to be implemented for vaccinations in the workplace.  

But what does this policy look like? You can find our suggested vaccination policy document here \[=]. 

The Code states that an employer must provide employees with information about:   

*   the nature of vaccines used in the country; 

*    the benefits of the COVID-19 vaccines;  

*   the nature and risk of any serious side effects; 

we would suggest providing employees with the following fact sheet – \[=].  

**Objections to vaccination: ** 

Employers are advised to note that an employee can object to a vaccination on medical and constitutional grounds.  

The Vaccination Policy must make provision for an objections process. Our Vaccination Policy sets out clear guidelines to be followed when an employee refuses a vaccination.  

 


Vaccination Policy South Africa

##### **WORKPLACE POLICIES** 

The Team at Hello Contract aim to ensure that each workplace is as safe as possible. This article was written for the benefit of both employers and employees. It is critical that the following workplace policies are in place in any South African work environment.  

Our workplace policies and procedures are set out in a template from for easy use. Simply answer a few questions and receive your very own customised workplace polices. A set of policies is a guiding principle used to provide guidance for your organization or company. The workplace policies are  usually published in a booklet or online and are widely accessible to all within the company.  

> Workplace policies are the most underestimated documents we see when practicing employment law. It is very easy to take control as an employer, but a significant number of employers do not have workplace policies in place.

##### **Anti-Fraud and Corruption Policy**&#xA;

An Anti-Fraud and Corruption Policy aims to ensure that all employees are made aware of the exact actions that constitute fraud and corruption in a particular workplace and generally. 

An Anti-Fraud and Corruption Policy further seeks to explain the exact steps that will be taken in instances of suspected fraud or corruption in a workplace.  

The Anti-Fraud and Corruption Policy also provides a mechanism for employees to follow when they suspect that there may be fraud or corruption in the workplace.  

The Anti-Fraud and Corruption Policy further provides protection for “whistle blowers” i.e. those who seek to report fraud and corruption in the workplace.  

This is an essential workplace policy for all private companies in South Africa.  

Get your Anti-Fraud and Corruption Policy here: [https://shop.hellocontract.co.za/employmentandlabourlaw/hr-policies/anti-corruption-and-fraud-policy ](https://shop.hellocontract.co.za/employmentandlabourlaw/hr-policies/anti-corruption-and-fraud-policy)

##### **Employment Policy - Conflict of Interests Policy** 

A conflict of interest occurs when an employee or its employer are compromised as a result of a clash between their personal (or self-serving) interests and their professional duties or responsibilities to act in the best interests of another (e.g. their employer or company).  

Problems arise when an employee or employer chooses personal gain over their duties to conduct themselves in the best interests of the company. When such a situation arises, the employee or employer is usually asked to remove themselves, and it is often legally required of them.   

A Conflict of Interest Policy applies to the following persons: 

1.  all Company employees (fixed term and permanent); 



1.  supervisors and management; 



1.  directors, public officers; and 



1.  consultants/contractors contracted by the Company. 

A Conflict of Interest Policy is informed by the South African Companies Act 71 of 2008 (Director’s fiduciary duties)  

By way of example a conflict of interest may arise when an employee, has a family member which he suggests should be used as a supplier by his or her new employer. This conflict of interest has arises as the employer is now unsure if the employee’s conduct, judgment and/or decision-making is unbiased. 

However, if an employee suggests a new supplier, which happens to be his or her family member, it does not necessarily imply wrongdoing on anyone’s part. 

However, the Conflict of Interest Policy is there to ensure that when a conflict of interest arises, it must be recognized, disclosed, managed, reduced and/or eliminated.  

Without a Conflict of Interest Policy in place, a company cannot manage conflicts of interest that may arise and therefore cannot determine which Conflicts are serious enough to warrant a dismissal or which Conflicts are to be simply disclosed and filed in the employees HR file. 

The Hello Contract Conflict of Interest Policy  is ready to be tailored to your company’s needs and should be considered a starting point for setting up your employment policies.  

Get your Conflict of Interest Policy here:  https://shop.hellocontract.co.za/employmentandlabourlaw/hr-policies/conflict-of-interests-policy

##### **Employment Policy - Human Immune Deficiency (HIV) & Acquired Immune Deficiency Syndrome (AIDS)** 

An HIV Policy is drafted to ensure that employees who have been medically diagnosed with or who are suspected of having the HIV virus and the AIDS virus are respected and measures are put in place to prevent the spread of the HIV virus and the AIDS virus.  

HIV and AIDS are serious public health problems in South Africa that have socio economic, employment and human rights implications.  The HIV and AIDS epidemic will affect every workplace, with prolonged staff illness and absenteeism and will impact on productivity, employee benefits, occupational health and safety, production costs and workplace morale.  

HIV and AIDS are still a disease surrounded by ignorance, prejudice, discrimination and stigma.  

One of the most effective ways of reducing and managing the impact of HIV and AIDS in the workplace is through the implementation of a HIV/Aids policy and programme. In the light of this, this policy has been developed as a guide to the Company’s management and employees. 

The purpose of this HIV Policy is to reassure employees that AIDS is not spread through casual contact during normal work practices and to reduce unrealistic fears about contracting an AIDS virus-related condition.  

In addition, the HIV Policy is there to protect the legal right to work of employees who are diagnosed with an AIDS virus-related condition and provides guidelines for situations where infection with the AIDS virus is suspected as to ensure individuals with HIV infection are not unfairly discriminated against in the workplace. 

##### **Employment Policy - IT Policy **

The use of technology in the workplace is an integral part of modern working live as it provides employees the opportunity to perform their daily tasks more efficiently and effectively, whether out in the field or in the office. 

This IT Policy draws on the relevant legislation in South Africa, in particular the Regulation of Interception of Communications and Provision of Communication Act (“RICA”), the Protection of Personal Information Act (“POPIA”) and the Electronic Communications and Transmissions Act (“ECTA”).  

The IT Policy will apply to all company personnel, employees, contractors etc. who make use of the company’s IT equipment as well as external third parties who may from time to time make use of the company’s IT equipment.  

The IT Policy will further go on to explain what exactly constitutes the company’s IT. For example, it will differentiate between hardware, software and telecommunications related tools etc.  

An IT policy is essential as it ensures that all employees, even when working from home, have guidelines to follow when using the company’s IT.  

##### **Q & A ON WORKPLACE POLICIES **

Q: Why does a company need workplace policies?  

A: Workplace policies are essential to ensure a safe work environment for all. Workplace policies provide guidelines for the relationship between the employee and the employer and ensure that both an employer and employee are made fully aware of their duties and obligations.

Workplace Policies you need in your business

## Whether you are a start-up or have been in the business game for years, the right business contracts are vital and can, quite frankly, make or break your business.

> Contracts are there to protect your interests, although some may dispute the need for them, thread carefully and get things in writing.

![Placeholder Image](https://assets.stackbit.com/components/images/default/post-4.jpeg)

When it comes to contracts, it’s safe to say most entrepreneurs would far prefer spending their time doing something different. 

Contracts always seem to get in the way of getting on with daily business. It is, however, incredibly vital that one dedicates enough time to preparing their contracts. By making the necessary preparations in advance, you will be able to determine the rules of your engagement and ensure that these rules fall in your favour. Additionally, you can avoid ambiguity and prevent future fall outs as all parties entering into the agreement will have a clear idea of what is required of them.

At [Hello Contract,](https://www.hellocontract.co.za/) we deliver high-quality contracts through our automated document platform at highly reduced costs when compared with traditional law firms. As contracts are at the core of our business, we want our customers to fully understand the risks and obligations arising from them.

Below, you will find the 6 most essential contracts that all businesses should have in place from the very beginning. 

#### **Table of Contents:**

1.  Terms and Conditions

2.  Non Disclosure Agreement (NDA)

3.  Website Privacy Policy

4.  Employment Agreements

5.  Copyright Assignments

6.  Independent Contractor Agreement

#### **1.  Terms and Conditions**

Regardless of the kind of business you run, every entrepreneur will need to pull together a set of Terms and Conditions.

The stipulated terms and conditions are essentially your *rules* – your way of doing business. From quotation to termination, you determine how you provide your products and/or services whilst being strict but fair. By laying down the terms and conditions, you make it clear to your customers how you conduct business and specify the details regarding what you charge, price increases, delivery times, limitations of liability and the like.

A comprehensive, well-written Terms and Conditions provides clarity between you and your potential clients while also preventing disputes. In the event that a dispute does arise concerning a subject which is clearly outlined in your Terms and Conditions, the dispute can be settled immediately as the subject and its contents have been recorded and agreed to in black and white.

You can view our Website Terms of Service [here](https://shop.hellocontract.co.za/permalink/b8ba15c6-73fd-4295-b25f-9c73b257af5d).

#### **2. Non Disclosure Agreement (NDA)**

Before setting out with your epic world-changing product or service, you will naturally want to be able to talk to your customers, partners or suppliers in confidence – without fear of your confidential information being used by them and especially, without gaining your permission first.

The legal instrument used to help enforce and protect this is known as a Non-Disclosure Agreement or an NDA for short. An NDA prevents confidential details of your conversation being used or leaked. This includes preventing parties from sharing confidential information with other persons who they have been introduced to in confidence during the business endeavour.

 You can view our Mutual NDA [here](https://shop.hellocontract.co.za/permalink/4101e7cc-7044-479a-8457-3abbb76ad616)

#### **3. Website Privacy Policy**

We know – a Website Privacy Policy isn’t exactly a contract, but it is a requirement by law. If you own a website – regardless of whether you’re selling products or services from it or not – chances are, you need a Website Privacy Policy. A Privacy Policy records, among other things, exactly what personal information you collect from users, who you share that personal information with, and what you use it for.

A Privacy Policy need not be signed to be agreed to, but a user needs to have the opportunity to view it, should they wish, and is required to consent to it before you can process their personal information.

Take a look at ours [here](https://shop.hellocontract.co.za/permalink/ba81b288-0e26-45da-91c1-0233b63e424b).

#### **4.   Employment Agreements**

Congratulations, you have employed staff! You trust them completely, and can only hold thumbs that it won’t come back to bite.

Often, this is the thought process that one goes through when hiring someone, however, setting clear expectations of salary, leave, duties, notice periods and the like is absolutely vital and should not be overlooked.

Below are a few employment agreements to help you get started:

*   [Casual Employment Agreement](https://shop.hellocontract.co.za/permalink/24e44a17-edcd-4c4e-825d-1d677321992d)

*   [Fixed Term Employment Agreement](https://shop.hellocontract.co.za/permalink/c278f21b-7cd6-4421-90ab-ced0634a4aef)

*   [Indefinite/Permanent Employment Agreement](https://shop.hellocontract.co.za/permalink/7966044c-0d04-4ee9-8f6c-22f90dddb974)

#### **5.  Copyright Assignments**

Over the lifespan of your business, you will most likely outsource hundreds of tasks to independent parties and freelancers. These tasks could include anything from software development and blog content to logo creations.

Outsourcing tasks of your business to external individuals who are not employed by you has one main unintended consequence – Despite paying the outside party for the work done, you do not own the work that they create. This is because the works created are all owned by the person who authored them and thus, the external party.

A Copyright Assignment Agreement is a legal document which is required to transfer the above ownership to you. For an assignment of copyright to be valid, it must be in writing and signed by, or on behalf of, the external party.

Feel free to purchase one [here](https://shop.hellocontract.co.za/permalink/6650d424-5ac9-4c0c-a50f-4f7d3c848b12).

#### **6. Independent Contractor Agreement**

In today’s interconnected world, where freelancers are available from all corners of the globe, bringing together expertise on a vast array of topics has never been easier. In this regard, you will – throughout the duration of your company – engage with external service providers that you do not employ. These relationships are typically regulated by an Independent Contractor Agreement.

An independent contractor differs from an employee in that when you employ an employee, you have control over their day-to-day services. However, if and when an independent contractor is required, you generally do not have much control over their day-to-day service renderings.

It is important to regulate the relationship between you and your independent contractor by recording obligations, expectations, time for delivery, payment guidelines, intellectual property ownership and the like.

You can purchase our fully automated Independent Contractor Agreement [here](https://shop.hellocontract.co.za/permalink/03574d1f-b195-4091-a59e-b4aa84139b32).


Contracts needed to start your business

Freelancer Agreements in South Africa

##### In South Africa, a shareholders agreement is an agreement entered into by the shareholders of a private or public company.;Even without a shareholders’ agreement in place, shareholders of a company are bound by the provisions of the Companies Act, no. 71 of 2008 (also known as the “**New Companies Act**”). In addition to being bound by the conditions of the Companies Act, shareholders must comply with their obligations under the Memorandum of Incorporation (MOI). Although the Companies Act is unique to South Africa, most of the mechanisms discussed here are of global nature.

> Shareholders agreements can become quite complex, the ideal SHA is both easy to execute and covers interest of all parties.

![Placeholder Image](https://assets.stackbit.com/components/images/default/post-4.jpeg)

What you can find in this blog:

*   6 Reasons to have a Shareholders Agreement
*   Shareholders Agreement or Memorandum of Incorporation?
*   Written shareholders Agreement v Verbal Agreement or Handshake Agreement
*   Minority shareholder protections –
*   Appointment of Directors
*   Dividend Policy
*   Conflict Resolution
*   Valuation Methodology
*   Financing the Company
*   Tag Along
*   Come along / Drag Along

#### The Memorandum of Incorporation of a company prevails over the shareholders agreement.

In terms of the Companies Act, the MOI is a company’s most important founding document.The Companies Act states that any shareholders agreement must be in line with the company’s MOI and the Companies Act.

Although having a shareholder agreement is not mandatory, having a well-prepared agreement provides shareholders with a host of benefits. A well drafted shareholders agreement provides shareholders with guidance when it comes to voting, buying and selling additional shares, valuing the company, resolving disputes between the shareholders and much more. 

In this blog we discuss both the reasons to have a shareholders agreement in the first place, and we explain the basic elements of a well written shareholders agreement.

### 6 Reasons to have a shareholders agreement

Before we explain the legalities of the SHA, we’d to address the 6 reasons that could make the difference in your situation 

#### **Control over valuing the shares.**

The Shareholders Agreement contains provisions for how the shareholders are to  value or price the shares in the Company. The Shareholders Agreement can stipulate that the shareholders must either reach agreement as to the value of their shares or use a predetermined formula. Furthermore, the Shareholders Agreement can require the use of an independent expert if the Shareholders cannot reach agreement.

#### **Regulate management of the Company**

The Shareholders Agreement should contain provisions dictating how the Company should be operated which should include detail as to the Shareholders’ rights and obligations. It is also important to contain provisions in the Shareholders Agreement that regulate how the Company Shareholders are to appoint directors of the company.

#### **Control the transfer of shares**

Your Shareholders Agreement should contain mechanisms to prevent a Shareholder from selling shares in the Company without the consent of the remaining Shareholders. Therefore, such mechanisms ensure that both minority and majority shareholders are protected. These mechanisms are often described as come-along and tag-along clauses and are described in greater detail in this article.

#### **Resolution of disputes**

Your Shareholders Agreement must contain provisions as to how the shareholders are to resolve disputes that may arise between them as to the management of the Company. 

#### **Can be used to secure funding and offer investors insight into your business**

If you are looking to raise capital in order to start your business or you are looking to bring on investors or friends, a well drafted Shareholders Agreement can often seal the deal. Investors will often require a written Shareholders Agreement to ensure that their investment is secured and to ensure that there are certain protection mechanisms in place. With a well drafted Shareholders Agreement in place,

#### **Can regulate a varied dividend policy**

Your Shareholders Agreement must contain provisions which direct when and how dividend is paid out to the shareholders. Such a provision can include directions for the time and circumstances which need to be met before a dividend is paid out.

#### **Breaking down the Shareholders Agreement more**

##### **Shareholders Agreement vs Memorandum of Incorporation**

Every company requires a Memorandum of Incorporation (MOI). The MOI contains the rights, duties and responsibilities of shareholders, directors and others within a company. It is a public document and is submitted to the Companies and Intellectual Property Commission (CIPC). 

When deciding if you need a shareholders agreement, we suggest you ask yourself the following questions: 

Q – \*Are there certain issues which we (as shareholders) would like to regulate privately? \*

If you answered **yes** to the above, then you require a shareholders’ agreement. 

Q –  *As a shareholder, do you want to prevent your fellow shareholders from selling their shares to third parties without your knowledge or consent?*

If you answered **yes** to the above question, then you require a shareholders’ agreement.

Having a right to purchase your fellow shareholders’ shares, when they are looking to sell, is known as a pre-emptive right. Therefore, in order to ensure that you are first in line when your fellow shareholders are looking to sell their shares,  you need a “pre-emptive right” to make an offer on said shares, before any third party is able to purchase such shares. When you have a “pre-emptive right”, if your fellow shareholder wants to sell shares, such shares must be offered to the other shareholders in the company first (i.e. yourself).

Therefore, ensuring that you have a pre-emptive right in respect of your fellow shareholders’ shares, ensures that you retain a certain level of control over who could potentially purchase shares in your company.

In terms of the Companies Act, pre-emption rights only apply to a fresh issue of shares and not to the transfer of existing issued shares. Therefore, the default position is that you as a shareholder are not automatically, by virtue of your shareholding, entitled to a pre-emptive right to your fellow shareholders’ shares.

In order to ensure that you have the above-mentioned pre-emptive right you need to include provisions in your shareholders’ agreement which deal with such pre-emptive rights. This provides existing shareholders with greater certainty and protection. 

> If there are any differences between the MOI (Memorandum of Incorporation – the statutory document which per the Companies Act “sets out the rights, duties and responsibilities of shareholders, directors and others within and in relation to a company”) and the shareholders' agreement, the MOI will prevail.

#### **Written shareholders Agreement vs Verbal Agreement or shareholders agreement versus Handshake Agreement**

Before exploring the benefits of a shareholders agreement, it is important to understand the benefits of having a written agreement in place (as opposed to a handshake or verbal agreement). Here are the three main benefits of having a written shareholders agreement:

1.      **there is a single source of truth, one document which all the parties can turn to when a dispute or confusion arises;**

2.      **having a single source of truth provides clarity in instances of disputes; and**

3.      **the written agreement can be shown to third parties, such as investors when attempting to raise capital for your business.**

#### Minority shareholder protections

Where a company has minority shareholders, their rights can be protected through a variety of mechanisms in the shareholders agreement to prevent abuse and oppression from a majority shareholder.

If you are looking to get into business as a minority shareholder we suggest that you insist on entering into a written shareholders agreement, which contains provisions that protect your interests as a minority shareholder.

#### Appointment of directors

A shareholders agreement can be used to regulate the appointment of directors by the shareholders. This allows you as a shareholder to have even greater control over the business and who makes decisions in the business.

Remember, as a shareholder, you aren’t responsible for the day to day running of the business. Therefore, this gives you the opportunity to have your say in the business.

#### **Dividends policy**

As a shareholder it is important to remember that dividends are not guaranteed. When starting out with your business it is often important to ensure that early dividends are used to reinvest in the business. Deciding when and how dividends are paid out is often a point of contention between shareholders.

The shareholders agreement provides shareholders with an opportunity to decide when and how dividends are to be paid out to shareholders.

One’s shareholders agreement is the perfect place to determine when you and your fellow shareholders are to receive dividends. For example, you can stipulate that ordinary dividends will be paid 100 days after the financial year end of the Company. 

#### **Conflict resolution and a reduction in conflict** 

A well drafted agreement has the ability to reduce the amount of potential conflict between shareholders. This is important because disputes are hugely distracting, and ultimately can affect the company and its viability. Clear mechanisms should be included in your shareholders agreement for the swift resolution of the disputes between the shareholders. 

#### **Valuation methodology**

When looking to sell your business or entice investors to invest in your business it is important to ensure that you know how to value your business. Valuation of a business is often determined by the industry you are in or the type of business you run. However, it is  important to agree on a valuation methodology with your fellow shareholders, to avoid unnecessary disputes and to avoid your fellow shareholders attempting to sell their shares for below market value.

The shareholders agreement will include a valuation methodology in order to regulate how the shares are to be valued in the event of a sale of any shares for whatsoever reason. 

#### **Financing the Company**

Your shareholders agreement can also contain provisions dealing with when and how the business is to be financed. You can stipulate the requirements for financing by shareholders and financing by third parties, banks etc. 

It is important to agree with your fellow shareholders as to when shareholders will be expected to loan money to the business.

#### **Tag Along**

A **tag along** provision is a clause in your shareholders agreement that provides for minority shareholders to ‘**tag along**‘ with a larger shareholder if they find a buyer for their shares. The **tag along** provision provides minority shareholders with some security in that they are afforded an opportunity to not be left behind should a major shareholder decide to exit the business.

#### **Come Along, or Drag Along**

A **come**–**along clause** allows a select number of  shareholders, usually majority shareholders, the right to force other shareholders to sell their shares when those certain shareholders decide to sell theirs.

#### **Insurance, Tax and Licences**

The shareholders agreement should also contain provisions dealing with insurance for the company, tax obligations of the company and any licences which the company will need to maintain and update. 

**Over to you**

A Shareholders agreement is an absolute necessity in many situations. At Hello Contract we aim to provide you with the tools to take control of your contracts. 
You can find our fully customisable Shareholders Agreement for South African law here


Business

Vaccination Policy South Africa

Workplace Policies you need in your business

Contracts needed to start your business

Freelancer Agreements in South Africa

Benefits of a Shareholders Agreement in 2022, or why you should have a SHA for your business.