Chapter 12 - The company secretary Flashcards
Company secretaries are very important prescribed officers. The perception many students have regarding company secretaries is completely wrong. Company secretaries do not just type letters and make tea! Company secretaries as the principal administrative officers in companies need to be very knowledgeable about all legislation applicable to companies. They must be informed to such an extent that they are capable of advising directors of their legal duties and those of the company. In this study
1
Q
What type of company must appoint a company secretary?
A
- public company
- state-owned enterprises
- private company (voluntarily)
- personal liability company (voluntarily)
- non-profit company (voluntarily)
2
Q
Who is disqualified from appointment as a company secretary?
A
If he or she:
- has been prohibited from being a director or has been declared to be delinquent by a court order.
- is an unrehabilitated insolvent.
- is prohibited, in terms of any public regulation, from being a director of the company.
- has been removed from an office on the grounds of misconduct involving dishonesty
- has been convicted, in the Republic or elsewhere, and imprisoned without the option of a fine, or fined for more than the prescribed amount, for theft, fraud, forgery, or perjury.
3
Q
What are the duties of a company secretary?
A
- Providing the directors of the company, collectively or 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 Companies Act.
- Ensuring that minutes of all shareholders’ meetings, board meetings, and meetings of any committees of the directors, or the company’s audit committee, are properly recorded in accordance with the Companies Act.
- Certifying, in the company’s annual financial statement, 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.
- Ensuring that a copy of the company’s annual financial statements is sent, in accordance with the Companies Act, to every person who is entitled to it.
- Carrying out the functions of a person designated in terms of Section 33(3).
4
Q
How can a company secretary be removed?
A
In terms of Section 89(1), A company secretary may resign from office by giving the company one month’s notice, or, with the approval of the board, less than one month’s written notice. If the company secretary may require the company to include a statement in its annual financial statements relating to that financial year setting out the company secretary’s contention as to the circumstances that resulted in the removal.
