With the increase in corporate scandals and governance failures, so has there been an urgent call to action from business leadership for increased corporate governance and compliance measures. Companies need assurance that the business they choose to partner with, invest in, or procure from, operates in a sustainable manner and upholds certain standards.
The
Company Secretary is an important function in the organisation and although it
is only mandatory for public listed companies to appoint a Company Secretary,
the role is one worth considering for private and non-profit companies due to
the value that may be offered.
The
King IV Report, most simply defined as a 16 Principle “apply-and-explain” model
for evaluating corporate governance and applicable to any organisation, is currently
a voluntary code in South Africa. The King IV code recommends that all businesses
consider appointing a Company Secretary or another professional corporate
governance service as a matter of “leading practice”. As King IV has been directly referred to in
recent High Court cases, it is suspected that the code may likely be used in
the future as a test for “what a reasonable company would do” in terms of good corporate
governance and ethical leadership, based on King’s principles.
To
save costs in employing a full-time Company Secretary but mitigate the risk of
not fulfilling the role at all, is the option of hiring a professional
corporate governance service. In this manner, a company can assess and select the
range of professional services required.
The company then has the assurance that their compliance goals are met
while simultaneously sparing money and time. Examples of such professional services
may include:
§ Timeous
circulation of notices for meetings
§ Ensuring
proper constitution of meetings (quorum)
§ Circulation
of documents in advance of meetings
§ Attendance
of board, committee and shareholder meetings for minute taking
§ Circulation
of documents/minutes after meetings
§ Induction
of new board members
§ Advice
to the board and executive team on corporate governance best practice
§ Legislative
and regulatory advice, opinions and updates relative to your industry
§ Identifying
and flagging potential risks and issues to the board
§ Close
Corporation conversions (CC to Pty Ltd)
§ Company
formations
§ Appointment
and Resignation of Directors
§ Drafting
of board resolutions and MOI amendments
Should
you require professional corporate governance services, we invite you to consult
at our offices to discuss your specific company needs with our professional team.
We
may be contacted at our office number 011 897 1900, our afterhours number
076 777 1920 or on email info@tuckers.co.za.
Alternatively, you are welcome to visit one of our branches to set up a
consultation.
Article contributed by Diane Charles of Tuckers Attorneys