Week 11 - Board Accountability Flashcards
copies of what should be included in the company records?
- MOI, amendments
- rules
- AFS
- reports presented at the AGM
what records for SH should be included in company records?
- SH resolutions and related docs
- securities register
- communications to SH
what records regarding directors and meetings should be included in company records?
- record of directors
- minutes of all meetings
- minutes of committee meetings
what are the requirements for where company records must be kept?
- at a registered SA address where they are kept and maintained
- details of the address included in NOI and changes are filed with CIPC
what are the requirements for the form of company records?
- 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
what are the duties of the company secretary?
- 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
which companies are required to have a secretary?
public and SOC
what are the characteristics a company secretary must have?
- have experience and knowledge of laws
- be a permanent SA resident and remain so while being secretary
can a person disqualified from being a director be the secretary?
NO
can a juristic person be a secretary?
yes, provided that:
- every employee of the JP is not disqualified
- at least one employee of the JP has the two characteristics required
accounting records must be?
- accurate, complete
- official language of the Republic
- accessible from office
offenses for accounting records?
(with intention to mislead/deceive)
- fail to keep accurate complete records
- keep them other than in prescribed form
- falsify records
financial statements must?
- satisfy FR standards
- present fairly company affairs
- have date they were produced
- must include info about if they have been audited on first page
which reports must AFS include?
- auditor’s report
- director’s report
whose FS must be audited?
- public company
- private company if: required by regs/MOI, or voluntarily chooses to
what must be done if auditing FS is not necessary?
must be independently reviewed in a manner that satisfies regulations
when will a private company be exempt from an independent review?
if a every person who holds a beneficial interest in securities is also a director
how to calculate PIS?
1 pt per:
- R1m turnover
- SH
- employee
- R1m third party liability
what are the appointment requirements for the auditor?
- appointed every year at AGM
- must be registered auditor
- must be independent
how often must auditors be rotated?
- cannot be auditor for more than 5 years
- if the auditor serves for more than 2yrs then ceases, must wait another 2 years
who may the auditor not be?
- 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
the auditor may automatically be reappointed without SH resolution, unless?
- 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
what rights does the auditor have?
- 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
what duties may the auditor not perform?
any service that would place them in a conflict of interest
when may a company not be required to appoint an audit committee?
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
what duties does the audit committee have?
- nominate auditor
- determine audit fees and engagement terms
- determine nature/extent of non-audit services
- perform oversight functions
what report must the audit committee prepare?
a report that will be included in the AFS describing its duties and if they are satisfied with auditor independence
