Company Secretarial

The Companies Act 71 of 2008 (“Companies Act”) and regulates the requirements of a Company Secretary and sets out the legal duties and responsibilities of this role.

• ○ In terms of Section 86 of the Companies Act every company secretary must have the requisite knowledge of, or experience in, relevant laws;
• ○ The statutory duties of a company secretary as prescribed by Section 88 are as follows:
• ○ A company’s secretary is accountable to the company’s board.

A company secretary’s duties 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 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 or the Companies Act;
• ○ 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 in accordance with this Act;
• ○ certifying in the company’s annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date;
• ○ 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, and
• ○ carrying out the functions of a person designated in terms of section 33(3) (i.e. filing of the annual return).

The JSE Listings Requirements (“JSELR”) , paragraph 3.84, regulates the requirements of a Listed Company Secretary and sets out the legal duties and responsibilities of this role.

• ○ Each issuer must appoint a company secretary in accordance with the Companies Act and the King Code.
• ○ The board of directors must consider and satisfy itself on the competence, qualifications and experience of the company secretary. The issuer must confirm this by reporting to shareholders in its annual report that the board of directors has executed this responsibility.