Company Secretarial Services

Company Secretarial and Administrative Services

• Establish a Company Secretarial function and ensure company secretarial practices are fully and consistently applied;
• General preparation for meetings in consultation with the client’s Board Chairman (“the Chairman”) and CEO (“the CEO”), including drafting of agendas, preparation of Board packs and distribution thereof prior to meetings;
• Ensure Board and Management papers are fit for purpose and distributed in a timely manner;
• Management of interface leading up to and after meetings (Annual General Meeting “AGM”, general meetings and Committee meetings);
• Provide Company Secretarial Services to the Board and chosen/agreed Committees;
• Organizing and ensuring smooth running of AGM, other general meetings and chosen/agreed Committee meetings;
• Contribution of relevant material/information to the annual report;
• Effectively communicate client’s information to the Board, Committees and Management;
• Oversee the annual Board calendar and Committees’ calendars;
• Ensure that the Board, Committees and Management are informed of all appropriate matters;
• Conduct research, evaluate and report on special projects as requested;
• Draft minutes of Board meetings, AGM, other general meetings and Committee meetings;
• Preparation of annual meeting schedule in consultation with the Chairman and CEO;
• Ongoing communication with Board members on relevant administrative matters;
• Constantly liaise with the CIPC (and other organizations) on all governance matters, to ensure that developments at client’s business are updated and captured accurately (including presentations on compliance related issues, if necessary);
• Lodge annual returns as required by the Companies Act;
• Maintain a register of Director’s interests and ensure that this is tabled at each Board meeting in terms of the Companies Act;
• Draft Compliance Reports and presentation of same at Board meetings, general meetings and/or Committee meetings; and
• Maintain database of all relevant company secretarial information.

Corporate Governance, Compliance and Advisory Services

• Ensure compliance with Governance Principles, Code of Conduct, the Companies Act, King Code III and other applicable laws, regulations and statutory matters (including alignment to best practice);
• Ensure compliance with client’s Memorandum of Association/Incorporation and Articles of Association;
• Develop, maintain and update client’s Corporate Governance manual which should contain policies and procedures ranging from the ethics policy, Board and Audit Committee charters, etc.;
• Introduce and draft the necessary policies (in terms of King Code) and update such policies on an annual basis;
• Benchmark local laws, rules and regulations against those of authorities in other jurisdictions and providing advice to the client on alignment where there are differences;
• Provide advice and support to the Board, Committees and Management in respect of effective governance processes;
• Constantly advise Board members, collectively and individually, on their responsibilities in terms of applicable laws and relevant regulations;
• Consider client’s image and brand building in the market place in relation to compliance issues and mitigate possible reputation risks;
• Develop a mechanism that will facilitate the cascading of the Code of Conduct approved by the Board throughout the organization;
• Monitor progress and report on the effectiveness of processes to ensure that all client’s employees are knowledgeable with regards to the Code of Conduct and have accepted and conform to the Code of Conduct;
• Conduct corporate governance risk analysis and provide input pertaining to restructuring or reorganization issues;
• Coordinate the operation of client’s formal decision making and reporting processes (delegations of authority) to ensure company-wide standardization and consistency, and to ensure that delegations are not given to incorrect levels within client’s business;
• Advise the Chairman and various Committees, CEO / Management on their powers, duties and matters of procedural nature;
• Ensure that the administration and implementation of administrative and governance changes pertaining to client’s Board, various Committees and Management are effected;
• Formulate client’s complaint’s policy and implementation of complaint procedure (including acting as an internal client complaint’s ombudsperson);
• Ensure that requirements and ongoing changes in terms of the Companies Act and King Codes are implemented and adhered to;
• Advise the Chairman, CEO/Management on all compliance and governance issues, act as primary point of contact and provide ongoing support in this regard;
• Draft contracts and/or review commercial agreements in line with corporate governance principles;
• Provide advice in respect of the negotiation and conclusion of commercial transactions, such as sales of assets, joint ventures, etc. in line with corporate governance principles;
• Conduct due diligence investigations; and
• Provide skills development and training workshops.

Annual Report

Draft the following sections in the Annual Report:

• Draft some sections of the Annual Report such as Chairman’s Statement, Corporate Governance Report, Directors Statutory Report, etc.;
• Provide additional input to relevant sections in the Report; and
• In addition, assist in the overall project management of the annual report until final printing stage.

Interaction with Chairman and CEO

• Ensure that the Chairman and CEO are appraised of all issues prior to the meeting (including agenda items);
• Ongoing interaction on all governance related issues and updates;
• Discuss appropriate training for Directors;
• Plan and implement annual evaluation process for Directors, and ensure that the agreed way forward is implemented; and
• Draft the Chairman’s statement and directorate for the Annual Report (already covered in part C above, but important to cover here as well).