Introduction
The administration of organisations has become increasingly challenging because of the unquestionably global, ever changing, volatile, and more complex and regulated environment within which most organisations have to operate. Organisations are coming under an increasing number of compliance, legal and administrative burdens that are integral to running an enterprise, but which can often distract the leadership of an organisation from its core operations. The risks of non-compliance on the other hand, are considerable with the potential to undermine the future of organisations and individuals.
What is a Company/Corporate Secretary?
The Company Secretary also called a Corporate Secretary is the chief administrative officer of the organisation.
What are the responsibilities of a Company/Corporate Secretary?
The Company/Corporate Secretary is an advisor to the governing body and executive management of the organisation on all matters of governance.
The Company/Corporate Secretary is responsible for ensuring the integrity of the governance framework of the organisation; the efficient administration of the organisation; compliance with the various statutory, regulatory and code of best practice requirements that are applicable to the sector within which the organisation operates; and that the decisions made by the governing body of the organisation are implemented.
What is the position of Company/Corporate Secretary?
The Company/Corporate Secretary is not part of management nor is he or she a member of the governing body of the organisation. The Company/Corporate Secretary usually reports functionally to the chairman of the governing body of the organisation and administratively to its chief executive officer.
The Company/Corporate Secretary is the boundary-spanner, an early warning system, actively managing the relationships between the governing body of the organisation and its management, and that between company and its stakeholders (internal and external) for strategic decision-making purposes.
Services
Mzaidume Consulting provides a comprehensive list of Company/Corporate Secretarial Services:
Bespoke Company/Corporate Secretary Support
Every company is different and has different requirements. Mzaidume Consulting will work with you to understand your business, as well as your corporate secretarial requirements, to ensure that our service is focused on your needs. Mzaidume Consulting will tailor the support provided, bringing in expertise from different areas to ensure that you receive the support and expertise that you need. We are available to support specific projects as required or to offer a full outsourcing service.
Dedicated Company/Corporate Secretary
The Managing Director of Mzaidume Consulting is available to fulfil the role of Company Secretary or to act as an assistant to the Company Secretary. In this capacity we offer decades of related experience and insight, supported by partner professionals and consultants.
Interim Company/Corporate Secretarial Support
Mzaidume Consulting is available to provide interim cover, either on an in-house basis or remotely as required. This may be to cover sickness, maternity, year-end preparations or just a peak or unexpected work load. Available in a timely, flexible manner, this is a cost effective and efficient resource.
Governing Body Calendars, Work Plans and Agendas
It is imperative for governing bodies and their committees to do proper planning so as to ensure that priorities are met, their responsibilities in terms of their charters and terms of reference are discharged, and organisational objectives are realised. In consultation with the Chairman of the governing body, the Chairmen of governing body committees, the Chief Executive Officer of the organisation and the Company Secretary where applicable, Mzaidume Consulting will assist in compiling the annual governing body and committee calendar, as well as the associated work plans. Mzaidume Consulting will also assist in setting the agendas for each meeting.
Governing Body, Committee, Shareholder and Executive Management Meeting Support
For many organisations there is a need for assistance with governing body and committee meetings. Mzaidume Consulting has extensive experience in providing this support.
We are able to tailor the support provided to your needs and can include:
- Agenda setting
- Notice of meetings
- Proxy forms
- Collation, vetting and distribution of meeting materials
- Attendance Registers
- Declarations of Interest
- Attendance at meetings by a qualified person to act as secretary, or to provide governance advice, procedural advice, or to minute the proceedings
- Acting as scrutineers at annual general meetings or special general meetings
Electronic Meeting Packs
Mzaidume Consulting can partner with technology providers to provide a greener and more convenient alternative to the traditional printed pack. The use of tablet-friendly electronic board packs ensures efficient meetings, with easy access to a secure room in the Cloud, where all supporting and background documents can be stored and retrieved.
Action Lists
Mzaidume Consulting will identify required actions resulting from meetings, along with the responsible people and due dates. Mzaidume Consulting will distribute the action lists to those responsible and remind and follow up on tasks. Updated action lists will be prepared and provided for feedback purposes at the next meetings.
Compliance Services
Most organisations have a duty to comply with various statutes, regulations, codes of best practice or standards that it has adopted, and its own internal policies and procedures.
Mzaidume Consulting has the necessary in-house and/or partner skills and expertise to assist in ensuring that your organisation is compliant.
Mzaidume Consulting services include the preparation and filing of annual returns with the CIPC; the maintenance of statutory registers; the processing of share transfers and allotments.
Formation, Maintenance and Winding-up Services
Mzaidume Consulting provides full formation, maintenance and winding-up services.
Our services include:
- Expert guidance on the most appropriate vehicle and structure for an enterprise.
- Name reservations and name changes
- Memoranda of Incorporation and amendments
- Constitutions and amendments
- Partnership Agreements
- Trading Trust Deeds
- Registrations, De-registrations and Re-registrations
- Appointment and resignation of directors and officers
- Share allotments and transfers
- Change of Year End
- Conversions
- Business Rescue
- Winding-up
Reporting
Mzaidume Consulting has extensive experience in compiling, structuring, editing, designing and distributing compliant weekly, fortnightly, monthly, quarterly, half-yearly, and annual reports for Executive Management, Governing Body Committees and for Governing Bodies. Mzaidume Consulting will ensure that the information that is provided to Executive Management, Governing Body Committees and the Governing Body for monitoring, review and decision-making purposes is relevant, accurate, current, timely and complete. This information may not necessarily be the information that is available.
Records Management
Mzaidume Consulting can provide an address that is accessible within the Republic of South Africa for storage of specific records. The records will be stored in accordance with the Mzaidume Consulting Policy on Records Management which can be viewed on our Website http://mzaidume-governance.co.za/notices.html.
Registered Office
Companies are legally obliged to register an office address with the Companies and Intellectual Property Commission (CIPC). Companies must also keep all their statutory registers at either the registered office address or an alternative inspection location. Mzaidume Consulting can offer an address in South Africa, either as a registered office address or secretarial office.
Disclosures and Interests Registers
A conflict of interest is a situation in which a person or organisation is involved in multiple interests, financial or otherwise, one of which could possibly corrupt the motivation or decision-making of that individual or organization.
A conflict of interest exists if the circumstances are reasonably believed to create a risk that a decision may be unduly influenced by other, secondary interests, and not on whether a particular individual is actually influenced by a secondary interest.
A widely used definition is: "A conflict of interest is a set of circumstances that creates a risk that professional judgement or actions regarding a primary interest will be unduly influenced by a secondary interest." Primary interest refers to the principal goals of the profession or activity, such as the protection of clients, the health of patients, the integrity of research, and the duties of public office. Secondary interest includes personal benefit and is not limited to only financial gain but also such motives as the desire for professional advancement, or the wish to do favours for family and friends. These secondary interests are not treated as wrong in and of themselves, but become objectionable when they are believed to have greater weight than the primary interests. Conflict of interest rules in the public sphere mainly focus on financial relationships since they are relatively more objective, fungible, and quantifiable.
Members of governing bodies, executives and employees have a duty to prevent conflicts of interest and to ensure objectivity in all decision-making processes. It is therefore imperative that interests held by them which are or can possibly be in conflict with this duty should be formally disclosed and dealt with in terms of the law, organisational policy or best practice.
Mzaidume Consulting will ensure that conflicts of interest are disclosed and that appropriate registers are maintained.