THE ROLE OF THE COMPANY SECRETARY

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

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