The Duties of a Company Secretary

The duties of a secretary include, but are not restricted to:

• provide directors collectively and individually with guidance as to their duties and responsibilities (see duties and responsibilities of directors)
• ensure that directors are aware of all law and legislation relevant to or affecting the company and reporting at any meetings of the shareholders of the company of the company's directors
• ensure that minutes of all shareholders' meetings, directors' meetings and meetings of any committees of the directors are properly recorded (S242)
• certify in the annual financial statements of the company that the company has lodged with the Registrar all such returns as are required of a public company in terms of this Act and that all such returns are true, correct and up to date
• ensure that a copy of the company's annual financial statements is sent to every person who is entitled thereto in terms of the Act (S302)
• ensure that every business letter, trade catalogue and trade circular which bears the company's name reflect the surname with initials or first names of the secretary – failure to do so constitutes an offence (S268H)
• provide directors with updates on legal and corporate governance issues on a regular basis
• sign off in the annual financial statements (i.e. company secretary's certificate) confirming that the necessary returns to the Registrar have been made.
• induction of directors (see induction of directors and examples)
• provide directors with guidance on environmental issues

Statutes
Company secretaries must be aware of amendments to the Companies Act, Banks Act, the JSE Listings Requirements and Articles of Association at all times.

Additional duties of the company secretary
Accounting/Finance
General Management
Insurance
Legal
Pension Fund
Human Resources & Employee Benefits
Risk Management
Share schemes

Disqualification of a company secretary
A company secretary may be disqualified in terms of S218 of the Companies Act which are they same criteria applicable to directors.

Resignation/Removal of the company secretary
A company secretary may be recommended for removal by the Registrar, upon certain grounds specified by him and recommend to the directors that the company secretary be removed from office.

S268I of the Companies Act provides that:

1. When during any financial year the secretary of a public company resigns, or is removed from office, the company shall in the prescribed form notify the Registrar thereof within 21 days of such resignation or removal. A form CM27A must be completed and submitted to the Registrar.
2. If the secretary is removed the secretary may require the company, in its annual financial statements relating to that financial year, to include a statement, not exceeding a reasonable length, setting out the secretary's contention as to the circumstances that resulted in the removal.
3. If the secretary wishes to exercise the power referred to the above, the secretary shall give written notice to that effect to the company by not later than the end of the financial year in which the removal took place and such notice shall include the statement referred to in subsection (2)
4. The statement of the secretary referred to in subsection (2) shall be included in the directors report in the company's annual financial statements and if no directors' report is required in respect of the company's annual financial statement, it shall be included under a separate heading in the company's annual financial statements.
5. A company and its directors, who knowingly fail to comply with the provisions of this section, shall be guilty of an offence.
6. A director may be appointed as company secretary provided the Articles allow for it.

Compliance Officer of Company
Often the company secretary is the compliance officer who administers the share incentive schemes for executives and employees.

• In terms of S144A, the compliance officer is accountable to the Board
• Copies of all documents of offer have to be submitted to the Registrar within 30 days
• Certify to the Registrar, within 60 days of year-end that duties have been carried out

Additional information on duties of a company secretary is available from ICSA on (011) 403 2900.