In terms of Section 88 of the Act, there are specific duties that are the responsibility of the company secretary. The Act prescribes seven duties of the company secretary, these are not conclusive or exhaustive:
Providing guidance to the directors regarding their duties, responsibilities and powers.
Making the directors aware of any laws relevant to or affecting the company.
Reporting to the board any failures by the company or its directors relating to compliance with the Act, the MOI or rules of the company.
Ensuring that all minutes of shareholder meetings, board and all committee meetings of directors and the audit committee meetings are properly recorded in accordance with the Act.
Certifying in the annual financial statements that all the necessary notices and returns have been filed in compliance with the Act and that they are true, correct and up to date.
Ensuring that the company’s annual financial statements are sent to every person entitled to them.
As part of the filing of the annual return, the company must designate a director or an employee or other person with the responsibilities set out in Chapter 3 of the Act.
• Convening meetings of directors and shareholders:
o drafting the agenda
o compiling the Board pack
o drafting and issuing notices of meetings
o taking and drafting the minutes of the meetings
• Maintaining the different minute records
• Maintaining the records of resolutions
• Maintaining the safe custody of the company's MOI, incorporation documents and all agreements
• Ensuring compliance with the JSE Listings Requirements
• Liaison with the Share Registrar
• Maintaining stakeholder relationships
• Ensuring compliance, as closely as possible, with the King Code
• Administration of the company's intellectual property - patents and trademarks
• Assistance with the production of the annual report
• Maintenance of the company's registers:
o Directors and Officers
o Allotments and Share Transfers
o CIPC compliance register/checklist
• Filing of the Annual Return with CIPC
• Working with Auditors in finalising AFS
• Keeping all CIPC records updated in terms
of the Company changes
• Drafting of bespoke MOI's in line with the
needs of each Company
• Working with the Board on mergers and acquisitions, project finance transactions, advisory on company structuring
• Registering companies
• Setting out shareholder agreements
• Issuing securities (shares and pref shares)
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