Company Secretarial

Company Secretarial

First Corporate Secretaries is a fully fledged Company Secretarial firm based in South Africa that provides company secretarial services, administrative services, accountancy services and corporate services to a wide range of clients in South Africa and to the rest of the world in particular prospective investors in South Africa.


Our company secretarial services are designed to provide back-office compliance and governance support at every organisational level which allows directors and managers to concentrate on the core aspects of their business.


First Corporate Secretaries is registered as a service provider with the Companies and Intellectual Property Commission (CIPC). Our services include the following:

 


Dedicated company secretary and assistant company secretary


First Corporate Secretaries offers its services to act as company secretary or assistant company secretary on a fully outsourced basis, project basis or on an interim basis to cover any gaps to JSE-Listed companies, state owned companies, private companies and non-profit companies.

 


Board and sub-committee governance documents


Good corporate governance demands that boards and sub committees are governed by charters and terms of references so as to function effectively. Where board charters and terms of reference already exist we will review and advise on how they measure up to best practices and where there are non-existent we will draft and assist with the implementation of these.

 


Annual Board calendars, work plans and agenda setting


In today's hectic schedule it is important for companies to plan in advance for all their board and sub-committee meetings. We at First Corporate Secretaries will work with the executive to compile the annual board calendar, ensuring that important agenda items are addressed at the right meeting and at the right time. We also circulate notices for these meetings and draft the agendas.

 


Meetings


We will have one of our senior members in attendance at the board and sub-committee meetings to give guidance on the correct procedure for conducting the meetings. We will record the meetings, and draft the necessary resolutions to effect decisions taken.

 


Minutes


It is a requirement of the Companies Act of 2008 that companies should keep minutes of board meetings for a minimum of seven years. Having recorded your meetings we will ensure that the minutes are transcribed and draft minutes circulated within seven days from the meeting.

 


Board Packs


We will prepare agendas for meetings, compile board packs and circulate these to the directors well in advance of each meeting.

 


Induction of new directors


In order for new directors to function effectively it is imperative that they be inducted properly into the affairs of the business. We offer comprehensive training of new directors so that they are aware of the requirements of the Companies Act of 2008 and the King III Code on good corporate governance. We will also work with the executive team in putting together a well-structured induction programme for the new directors.

 


Expert Opinion


Navigating through the legislation and corporate governance requirements can be a minefield for busy company executives. We have experts who are up to date with changes in the legal and governance spheres who are well positioned to offer you expert opinion and advice.


Our team of experts is well placed to provide you with advice, guidance and opinions on any matter relating to your corporate governance requirements. The team stays abreast of current affairs and new developments in the field of corporate governance, and strives to deliver practical, workable solutions as opposed to academic opinions that have a tendency to complicate matters.

 


Corporate Governance Audits


The Companies Act 2008 is one of the longest pieces of legislation in South African history and contains no less than 20 criminal offences, many of which may be committed unwittingly by the company or officers of the company. In this context, it is easy to see why compliance is such an important issue facing directors.


We appreciate that it can be difficult for busy directors who are focusing on the running of their business to keep up-to-date with their more onerous obligations. We therefore offer the benefit of our experience and expertise in the company secretarial field to undertake a wide ranging audit of compliance matters for your company.


The audit will be tailored to your business and its size and will be appropriate for all companies from those with shares listed on the JSE to smaller private companies with a single shareholder.


As part of the audit process we will attend your offices and review compliance with the Companies Act 2008 on matters including but not limited to your company’s memorandum of incorporation, statutory registers (such as directors register & secretaries, minute keeping, statutory filing records, share ownership, directors’ service contracts.)


Our team will audit the governance structures in place for the board and board committees, including their constitution and structure. We will advise you on best practice while keeping the company culture and required outputs in mind.

 


Board evaluations


The King III code of corporate governance recommends that every board should have its performance evaluated every year. First Corporate Secretaries will assist in designing the evaluation criteria and conduct the board evaluation exercise in conjunction with the board chairman. This is an important exercise in bringing out the board’s strength and weaknesses so that these can be adequately addressed.

 


Annual General Meetings


The AGM is critical for a company engaging with its members, but ensuring that it follows the legal and best practise requirements can impose considerable pressure on a company. First Corporate Secretaries can help relieve this pressure and add value to the planning and running of the AGM. We will circulate all notices, call for proxies, call for nominations for board positions, handle the voting process, act as scrutineers at the AGM and also prepare the Chairman’s script for the AGM. We will also draft the necessary resolutions that will be tabled at the AGM.

 


Annual Returns


It is now a legal requirement for all companies and close corporations, regardless if they are trading, non-trading, dormant or shelf companies, to submit their annual accounts to the CIPC before the due dates. Previously NGO’s were exempt from this rule. Failure to do so automatically results in financial penalties imposed on the businesses for late filing and automatic deregistration of the entity. Restoration of the entity is an onerous exercise. These late filing penalties are dependent on the length of the delay in the documents reaching the CIPC and can easily run into thousands of rands.


As company directors are usually busy with meetings, project deadlines and with other important dates to remember, it is easy for them to forget about the date by which the annual returns must be filed at the CIPC.


This burden can easily be taken away from the top management and outsourced to First Corporate Secretaries who are specialists. For a relatively small annual fee, First Corporate Secretaries will ensure that the annual returns and all statutory changes are prepared and submitted to the CIPC before the due dates.

 


Managing Conflicts


The Companies Act 2008 requires directors and all prescribed officers of the company to declare their personal financial interests in any matters of the company. We will give compliance advice to ensure that the directors’ statutory duties, including the new provisions relating to managing conflicts of interest, are fulfilled.

 


Integrated Reports


First Corporate Secretaries offers the management of the entire process of producing your integrated reports. We will work with management in generating the content, compiling the report, editing and proof reading it. Together with our partners we will we will manage the design, production and circulation of your reports either electronically or in hard copy.