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2022 - Company Law > Week 11 - Board Accountability > Flashcards

Week 11 - Board Accountability Flashcards

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1
Q

copies of what should be included in the company records?

A
  • MOI, amendments
  • rules
  • AFS
  • reports presented at the AGM
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2
Q

what records for SH should be included in company records?

A
  • SH resolutions and related docs
  • securities register
  • communications to SH
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3
Q

what records regarding directors and meetings should be included in company records?

A
  • record of directors
  • minutes of all meetings
  • minutes of committee meetings
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4
Q

what are the requirements for where company records must be kept?

A
  • at a registered SA address where they are kept and maintained
  • details of the address included in NOI and changes are filed with CIPC
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5
Q

what are the requirements for the form of company records?

A
  • written/electronic form
  • or any form that allows it to be converted to written form in reasonable time
  • must have protective measures to prevent tampering
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6
Q

what are the duties of the company secretary?

A
  • provide directors with guidance about their duties
  • making directors aware of laws relevant to company
  • certifying the AFS
  • reporting director failure to comply with Act
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7
Q

which companies are required to have a secretary?

A

public and SOC

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8
Q

what are the characteristics a company secretary must have?

A
  • have experience and knowledge of laws

- be a permanent SA resident and remain so while being secretary

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9
Q

can a person disqualified from being a director be the secretary?

A

NO

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10
Q

can a juristic person be a secretary?

A

yes, provided that:

  • every employee of the JP is not disqualified
  • at least one employee of the JP has the two characteristics required
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11
Q

accounting records must be?

A
  • accurate, complete
  • official language of the Republic
  • accessible from office
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12
Q

offenses for accounting records?

A

(with intention to mislead/deceive)

  • fail to keep accurate complete records
  • keep them other than in prescribed form
  • falsify records
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13
Q

financial statements must?

A
  • satisfy FR standards
  • present fairly company affairs
  • have date they were produced
  • must include info about if they have been audited on first page
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14
Q

which reports must AFS include?

A
  • auditor’s report

- director’s report

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15
Q

whose FS must be audited?

A
  • public company

- private company if: required by regs/MOI, or voluntarily chooses to

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16
Q

what must be done if auditing FS is not necessary?

A

must be independently reviewed in a manner that satisfies regulations

17
Q

when will a private company be exempt from an independent review?

A

if a every person who holds a beneficial interest in securities is also a director

18
Q

how to calculate PIS?

A

1 pt per:

  • R1m turnover
  • SH
  • employee
  • R1m third party liability
19
Q

what are the appointment requirements for the auditor?

A
  • appointed every year at AGM
  • must be registered auditor
  • must be independent
20
Q

how often must auditors be rotated?

A
  • cannot be auditor for more than 5 years

- if the auditor serves for more than 2yrs then ceases, must wait another 2 years

21
Q

who may the auditor not be?

A
  • PO/director/secretary
  • regular accountant/bookkeeper
  • person who maintains the FS
  • any person who did these in the previous 5 years or a related person thereof
22
Q

the auditor may automatically be reappointed without SH resolution, unless?

A
  • retiring auditor is no longer qualified / willing to accept
  • auditor is required to cease serving for rotation
  • audit comm rejects the reappointment
  • company has notice of intended resolution to appoint someone else
23
Q

what rights does the auditor have?

A
  • access acc records
  • require info from directors to perform duties
  • attend general SH meetings and be heard
  • can apply to court to enforce their rights
  • rights to current/former FS of subsidiaries
24
Q

what duties may the auditor not perform?

A

any service that would place them in a conflict of interest

25
Q

when may a company not be required to appoint an audit committee?

A

if it is a subsidiary of another company that has an audit firm AND the audit comm of the other company will perform the duties on behalf of the sub

26
Q

what duties does the audit committee have?

A
  • nominate auditor
  • determine audit fees and engagement terms
  • determine nature/extent of non-audit services
  • perform oversight functions
27
Q

what report must the audit committee prepare?

A

a report that will be included in the AFS describing its duties and if they are satisfied with auditor independence

2022 - Company Law (13 decks)

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