Nelson Tlou, 42 years of age, is a qualified civil engineer and a successful businessman. He is married (out of community of property) to Ntshuxeko, aged 35, a qualified architect. They met 7 years ago at the African Construction Expo and have been inseparable since. They have two minor children and all members of the family are South African residents. The 2023 year of assessment has brought with it a lot of exciting career and personal development opportunities for the couple. Some of these opportunities have however led to uncertainty in terms of their tax implications and since they do not have any tax knowledge, they have decided to approach a tax expert for advice. Matter 1: Appointment as an independent non-executive director Nelson has recently been appointed as an independent non-executive director on the board of a resident company listed on the Johannesburg Stock Exchange (JSE) based on his experience and expertise. Below is an extract of the letter of appointment: NON-EXECUTIVE DIRECTOR LETTER OF APPOINTMENT NE Tlou, Waterfall Country Estate 9 January 2023 Dear Mr Tlou Letter of appointment The board of directors of the Major Building Enterprise Limited ("MBE") is pleased to confirm your appointment to the Board as a non-executive director. By accepting this appointment, you agree that this letter is a contract to render services as a non-executive director and not a contract of employment. You further confirm that you are not subject to any restrictions which prevent you from holding office as a non-executive director. Fees and compensation You shall be compensated for your services as a non-executive director in accordance with the approved remuneration policy. Other costs incurred in relation to the performance of your duties such as travel expenses, shall be reimbursed in accordance with the policies as adopted by the Board. Other You will be required to only come to the premises of the company for board or special meetings. As a non-executive director, your working hours are not predetermined and your work will be unsupervised, to ensure your independence and to comply with the King Code. a) Briefly explain whether MBE should withhold employees' tax from Nelson's directors' fees for the 2023 year of assessment (Matter 1)