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Our Duties
As a Company Secretary of 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
- Appointment as Company Secretary
Accepting appointment as Company Secretary in terms of Sections 268A to 268I of the Companies Act.
- 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”).
- 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.
- Availability
Being available when needed to:
• Give advice to directors on matters relating to their duties 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.
- Statutory Secretarial
Maintenance of the statutory secretarial records of the company and its subsidiaries, and preparation and lodgment of any returns required to be lodged with the Companies & Intellectual Property Registration Office (“CIPRO”).
- 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
- Shareholder Meetings
Preparing a schedule of proxy forms and letters of representation, the attendance register, Chairman’s Agenda and ensuring on the day that a quorum is present and that shareholders attending have the necessary authority to vote. Writing up the minutes after the meeting and drafting a SENS announcement.
- Board Resolutions
Drawing up round robin resolutions and certified true copies of resolutions when required, circulating to directors and monitoring responses.
- Board Timetable
Preparation of the annual board timetable of all board, committee and general meetings for the year ahead.
- Corporate Governance Templates
Providing examples of:
• Terms of reference for committees;
• Policy on nominations for appointment to the Board;
• Board Charters;
• Code of Ethics;
• Delegation of Authority;
• Policy on share dealing
and adapting same to suit the purposes of the company.
- 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.
- 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. Assisting directors by updating CIPRO in instances where they have resigned as a director but the company concerned has not lodged the resignation with CIPRO.
- Risk Management
Creating awareness of the importance of good risk management and giving advice on implementing a risk monitoring process.
Additional Duties for Listed Companies
- JSE Compliance
Ensuring that the company complies with the requirements of JSE Limited as set out in the JSE Listings Requirements.
- Shareholder Listings
Monitoring monthly shareholders listings, comparing movements month to month, checking director and strategic shareholder movements and dealing with situations where deals have been done and not reported.
- Directors’ Share Dealings
Ensuring that directors are aware of the requirements of the JSE Listings Regulations in this regard and co-ordinating purchases and sales of shares by directors of the company and subsidiary companies, making sure that the necessary permission to deal is obtained, and drafting SENS announcements.
- Closed Periods
Advising directors and directors of subsidiary companies by e-mail at the start of closed periods.
- Announcements and Corporate Actions
• Liaising with the Designated Advisors or Sponsors and assisting with the preparation of announcements and corporate actions; checking of drafts and printers proofs prior to release.
• Preparation of applications to the JSE for listing or de-listing of the company’s shares and ensuring that the necessary returns are lodged with CIPRO.
- Annual Report
Preparing all the non-financial sections of the Annual Report, checking drafts and proofs and, if required, co-ordinating amendments between the directors, auditors and ourselves, and submitting copy and amended proofs to the printers. Certifying in the annual financial statements that the company has lodged with the Registrar all such returns as are required of a public company in terms of the current Companies Act and that all such returns are true, correct and up to date.
- Updating Information
Updating information for publications such as McGregors Who Owns Whom, I-Net Bridge, the Stock Exchange Handbook , Fin24 and for the JSE and any other statutory bodies.
- Listing
Where a company has not yet listed, assisting with the preparation of the prospectus and with checking the drafts and printers proofs. We also ensure that the company’s statutory records are in order and that good corporate governance practices are set up prior to listing.
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