The title “company secretary” brings to mind a picture of an administrative secretary who attends to scheduling of your diary and answering phones calls on behalf of your company. The company secretary is not the aforementioned but rather a specialised role regulated by the Companies Act of 2008. This position is mostly occupied by individuals or juristic persons who possess specialised governance knowledge with a legal qualification.
A company secretary’s duties as regulated by the Companies Act include, but are not restricted to -
- providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers;
- making the directors aware of any law relevant to or affecting the company;
- reporting to the company’s board any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company;
- ensuring that minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded;
- certifying in the company’s annual ﬁnancial statements whether the company has ﬁled required returns and notices in terms of the Companies Act, and whether all such returns and notices appear to be true, correct and up to date; and
- ensuring that a copy of the company’s annual ﬁnancial statements is sent, in accordance with this Act, to every person who is entitled to it.
With most companies adopting a “work from home” system as a result of the Covid-19 pandemic, company secretaries have had to ensure that businesses adopt policies which enable employees to work from home in a more structured and controlled setting. Company secretaries have also been zooming in on a business’s founding documents to ensure that the documents allow for conducting of virtual board and shareholders meetings and decision making by way of electronic resolutions.
The King IV report on corporate governance recommends that a board of directors must satisfy itself on the competence, qualifications and experience of a company secretary
and appoint one to ensure that it receives adequate guidance and advice on corporate governance matters. Avoid the appointment of unskilled and unqualified persons to render company secretariat services
for your business as you may risk being found non-compliant
in respect of applicable legislative prescripts. Your business requires a company secretary that is thoroughly knowledgeable as regards current legislation and court decisions
in order to adequately update the board of directors on laws and compliance matters which may affect your business.
Please contact our offices for more insight into this role.