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Who must ensure that the board of directors has access to professional and independent guidance on its legal duties – the board of directors or the shareholders of the company?

Chapter 3 – Question 9

Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services.

  1. The board of directors. The board of directors should ensure that it has access to professional and independent guidance on corporate governance and its legal duties, and also that it has support to coordinate the functioning of the board of directors and its committees.
  2. For some companies, the appointment of a company secretary is a statutory requirement. In respect of these companies, the company secretary provides professional corporate governance services.
  3. The board of directors of a company not so obliged should, as a matter of leading practice, consider appointing a company secretary or other professional as is appropriate for the company to provide professional corporate governance services to the board of directors.
  4. The board of directors should approve the arrangements for the provision of professional corporate governance services, including whether to outsource them to a juristic person or to make a full-time or part-time appointment.
  5. Regardless of the arrangements, it has been approved, the board of directors should ensure that the office of the company secretary or other professional providing corporate governance services are empowered and that the position carries the necessary authority.
    Source: Recommended Practices 90, 91, 92, 93 of Principle 10: Appointment and Delegation to Management – The King IV Code on Corporate Governance™. © The Institute of Directors in Southern Africa (IoDSA)

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