+27 31 765 4989 / 5911 / 2491

info@hicorp.co.za

The Services We Offer

Whilst the statutory duties of a Company Secretary are laid down in Section 88 of the Companies Act of 2008, as Company Secretary on an outsourced basis we see our duties as encompassing, but not limited to, 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 and rapport between ourselves, the directors of the company concerned (and particularly the Chairman and the CEO or MD), the Sponsor of a listed company if relevant, 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

We accept appointment as Company Secretary in terms of Sections 86 and 87 of the Companies Act.


2. Compliance

Ensuring the company and its directors are compliant with the company’s Memorandum of Incorporation, the current Companies Act and the current King Code of Corporate Practices (“the King Code”), and if applicable, the Listings Requirements of JSE Limited.


3. Legislation

Keeping abreast of current and new legislation and ensuring directors are aware of legislation which will have an impact on the company and its activities. Click here for more information on legislation that might be relevant.


4. Availability

Being available when needed to:

  • Give advice to directors on matters relating to their duties and responsibilities or on best practice in terms of best corporate governance practices.
  • To attend to tasks as required; and
  • To carry out 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 records of the company and its subsidiaries (if any) and the filing of any returns required to be filed with the Companies and Intellectual Property Commission (“CIPC”). Maintaining the company’s Board, Committee and Shareholders’ minute books and ensuring that the minutes are up to date and correctly signed off.


6. Directors’ Meetings

Attending all Board and Board committee meetings and strategy sessions, preparing the agenda and other board papers for such meetings, and drafting the minutes.


7. Shareholders’ meetings

Every public company is required to hold at least one shareholders’ meeting during a year and that is the annual general meeting. The Companies Act provides that the business of an annual general meeting may not be dealt with by means of a round robin resolution. Preparing and dispatching the Notice of Annual General Meeting within the requisite timeframe, preparing a schedule of proxy forms (where there are multiple shareholders), the attendance register, Chairman’s agenda, conducting a poll if required, ensuring on the day that the requisite 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 of the minutes of the proceedings after the meeting.


8. Round Robin Resolutions

Drafting shareholder round robin resolutions in terms of S60, and directors’ round robin resolutions in terms of S74, of the Companies Act, circulating them to shareholders or 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 timetable of all board, committee and other meetings for the year ahead. By setting the dates a year in advance all directors have certainty of meeting dates and can arrange their diaries so that they are available to attend all meetings; this applies to non-executive directors in particular.


10. Corporate Governance Templates

We can provide you with examples of and templates for various corporate governance documents such as:

  • Terms of Reference or Charters for Boards and Committees;
  • Code of Ethics and Conduct
  • Director’s Declaration of Interests
  • Delegation of Authority
  • Various policies
  • Risk heat map and matrix.

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 filed; assisting in the induction of the new director into his / her role and responsibilities, if required, and ensuring that the new director receives induction into the business of the company.


12. Directors’ Declarations of Interests

Ensuring that directors update their Declarations of Interests at least annually and declare their interest in contracts with the company 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 management process.


14. Compliance

Assisting in ensuring that the company and its directors comply with the provisions of its Memorandum of Incorporation, the Companies Act, the King Code of Corporate Governance for South Africa, the Listings Requirements of JSE Limited (if applicable) and any other legislation or regulation applicable to the company.

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Role of a Company Secretary

Role of a Company Secretary

Traditionally, the Company Secretary was the chief administrative officer of a company and matters such as finance, tax, insurance and human resources fell ...

The Services We Offer

The Services We Offer

Whilst the statutory duties of a Company Secretary are laid down in Section 88 of the Companies Act of 2008, as Company Secretary on an outsourced basis we ...

Our Executive Team

Our Executive Team

Jenny Lupton, FCIS, M.Inst.D Jenny is a Chartered Secretary, a Member of the Institute of Directors and founder of Highway Corporate Services (Pty) Ltd. ...

Our Duties

Our Duties

The duties and responsibilities of a Company Secretary are set out in S88 of the Companies Act No. 71 of 2008 and in the King Code of Governance in South ...

HIGHWAY CORPORATE SERVICES IS LOCATED AT:

14 Hillcrest Office Park

2 Old Main Road,

Hillcrest,

KwaZulu-Natal, 3610.

+27 31 765 4989 / 5911 / 2491

info@hicorp.co.za

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