Whilst the statutory duties of a Company Secretary are laid down in S88 of the Companies Act of 2008, as Company Secretary on an outsourced basis we see our duties as encompassing those listed below. In order for us to be able to carry out our mandate effectively and provide the high level of service we aspire to, there has to be good communication between ourselves, the directors of the company (and particularly the Chairman and CEO), the Designated Adviser/ Sponsor and the Auditors. We can only be as effective as we are allowed to be. The duties set out below are the most common duties we have undertaken in our role as outsourced Company Secretary to our existing clients:

All Companies:

1. Appointment as Company Secretary
   Accepting appointment as Company Secretary in terms of Sections 86 and 87 of the Companies Act.
    
2. Compliance
   Ensuring the company is compliant with its Articles of Association, the current Companies Act and with the current King Code of Corporate Practices (“the King Code”), and if necessary, the JSE Listings Requirements.
    
3. Legislation
   Keeping abreast of current and new legislation, and making directors aware of legislation which will have an impact on the company and its activities. Click here for more information.
    
4. Availability
   Being available when needed to:
   
   
   • Give advice to directors on matters relating to their duties and responsibilities or to best practice in terms of good corporate governance;
   • To attend to tasks as required; and
   • Do research or to provide advice and information when needed on matters related to the Companies Act, JSE Listings Requirements and the King Code.  
    
5. Statutory Secretarial
   Maintenance of the statutory secretarial records of the company and its subsidiaries, and preparation and lodgement of any returns required to be lodged with the Companies & Intellectual Property Commission ("CIPC").
    
6. Directors’ Meetings
   Attending all Board and Board committee meetings and strategy sessions, preparing the agenda and other board papers for such meetings, and writing up the minutes.
    
7. Shareholder Meetings
   Preparing a schedule of proxy forms and letters of representation, the attendance register, Chairman’s Agenda conducting a poll, and ensuring on the day that a quorum is present, and that shareholders attending have provided the necessary identification as required by the Companies Act and have the authority to vote. Writing-up the minutes after the meeting.
    
8. Round Robin Resolutions
   Drawing up shareholder round robin resolutions in terms of S80 and directors' round robin resolutions in terms of S74 of the Companies Act, circulating them to shareholders and directors as required, monitoring the responses and ensuring that the final resolution is signed by all concerned and pasted into the requisite minute book. Providing certified true copies of resolutions on request.
    
9. Board Timetable
   Preparation of the annual board timetable of all board, committee and general meetings for the year ahead.
    
10. Corporate Governance Templates
    Providing examples of:
    
    
    • Terms of reference for committees;
    • Policy on nominations for appointment to the Board;
    • Board Charters;
    • Code of Ethics; and
      
    • Delegation of Authority;
    • Policy on share dealing and adapting same to suit the purposes of the company.
     
11. Appointment of Directors
    When new directors are appointed, ensuring that company policy in this regard is followed; that the necessary legislative returns are completed and submitted or lodged; inducting the new director into his/ her role and responsibilities, if required, and ensuring that he/ she receives induction in the business of the company.
     
12. Directors’ Declarations of Interests
    Ensuring that directors update their Declarations of Interest annually and declare their interest in contracts when they have such an interest.
     
13. Risk Management
    Creating awareness of the importance of good risk management and giving advice on implementing a risk monitoring process.