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COSEC

Is the commission permitted to assess the costs of convening a shareholders meeting to every director of a company which has failed to appoint a company secretary as required by companies act 2008?

Chapter 3 – Question 36 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. Yes. If the company fails to respond to a Notice to show cause why the Commission should not proceed to convene a shareholders meeting for the purpose of appointing a company secretary or, […]

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COSEC

Are the directors of a company permitted to file a notice of the appointment of a company secretary as part of the company’s notice of incorporation?

Chapter 3 – Question 39 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. No. Only the incorporators of a company are permitted to file a Notice of the Appointment of the company’s First Company Secretary as part of the company’s Notice of Incorporation. Source: Section 85 […]

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COSEC

Must a company secretary be appointed by a shareholders special resolution if the company secretary is appointed by the shareholders of a company?

Chapter 3 – Question 34 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. No. The first company secretary of a public company or a state-owned company may be appointed by the incorporators of the company or by either the directors of the company or by an […]

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COSEC

Under which circumstances may a company secretary be deemed to be a prescribed officer of a company?

Chapter 3 – Question 31 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. A prescribed officer means a person who within a company, performs any function which has been designated by the Minister in terms of section 66(10). Section 66(10) provides that the Minister may make […]

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COSEC

Is it required for a company to maintain a record of its company secretaries if that company has voluntarily appointed a company secretary?

Estimated reading time: 1 minute Chapter 3 – Question 32 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. Yes. Every company that makes an appointment contemplated in section 84(4) (statutory appointment of company secretary), irrespective of whether the company does so as required by that section […]

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COSEC

What are the reasons for the determination whether a company secretary is a prescribed officer of a company or not?

Chapter 3 – Question 29 Written by Dr Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. It is imperative to know whether a company secretary meets the definition of a prescribed officer of a company since specified provisions of the Act which apply to company directors, will also apply […]

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COSEC

Is the company secretary a prescribed officer of a company?

Chapter 3 – Question 28 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. A prescribed officer is defined in section 1 of the Act as a person who within a company performs any function which has been designated by the Minister in terms of section 66(10). […]

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COSEC

What are the recommendations of the king iv report on corporate governance™ in regard to whether a company secretary should be a member of the board of directors or not?

Chapter 3 – Question 27 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. Recommended Practice 96 of Principle 10 of the King IV Code on Corporate Governance™ recommends that the company secretary or other professional providing corporate governance services should have unfettered access to the board […]

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COSEC

Is a company secretary permitted to be a company director of any company?

Chapter 3 – Question 26 Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. Yes. There is no provision in the Act which prohibits a company secretary of being a company director of that company as well. However, Recommended Practices 6 to 13 of Principle 7 of […]

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COSEC

Is it still a statutory requirement for the name of a secretary of a public company to be stated on trade catalogues and trade circulars of the company?

Chapter 3 – Question 21 Written by Dr Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services. In terms of Act 1973, the first names or the initials thereof and the surname of the secretary of a public company had to be stated on every trade catalogue, trade circular and […]