Specialist Fields

CORPORATE GOVERNANCE & COMPANY SECRETARIAL LAW

We assist businesses in all areas of Corporate Governance and Company Secretarial Law

Effective corporate governance and secretarial services are the foundations on which a solid and successful company is built, whether big or small. Caveat prides itself on providing the full roster of corporate governance services that a company will need at inception and beyond, as well as virtual secretarial services to fill any gaps that might exist in-house.

Reap the benefits of good governance with Caveat. Our services will streamline your internal governance practices, allowing you to maintain and grow a cohesive and sustainable business.

The creation and inception of a legal entity for a client is like being present at the birth of a child – a client’s brain-child – and nurturing the company secretarial aspects of that business brings me such satisfaction and joy. Proper maintenance of company secretarial records and corporate governance is so often overlooked but this can be beneficial to business when aligned to relevant legislation and business aims and objectives. This is why I love what I do

- Alessia Maxwell, Caveat Panel Member

CORPORATE GOVERNANCE SERVICES

Effective corporate governance is essential for ensuring that companies are managed in a responsible and ethical manner, with the interests of all stakeholders, including investors, directors, and shareholders considered.

Our team of legal specialists at Caveat provide a variety of corporate governance and secretarial support services including assistance with company formation and registration, director and shareholder support, risk assessment and strategic risk management, all of which facilitate organizational objectives, efficiency, transparency and accountability.

Support to the board and shareholders

We provide support to the Board and individual directors through guidance on their duties, responsibilities and powers, awareness of laws and regulations relevant to the company, business ethics and good governance. We assist with the preparation of agenda, board packs for meetings, resolutions, communications to shareholders and advice on shareholder rights and obligations.

Company Secretarial

On the Company secretarial side, we provide assistance with the formation and registration of new companies in South Africa, including the preparation and filing of necessary documentation and the completion of essential steps to incorporate a new business. This involves: the drafting of a bespoke Memorandum of Incorporation, the primary document which establishes the legal existence of a new company and sets out its constitutional rules and objectives; obtaining a Tax Clearance Certificate from the South African Revenue Service (SARS); and maintaining the Company Register with the Companies and Intellectual Property Commission (CIPC). We assist with the preparation and filing of annual returns and maintaining a company’s share register.

Compliance services

We offer a range of compliance services, including CIPC compliance checklists, and due diligence assessments that evaluate a company’s compliance with its Memorandum of Incorporation, the King Report on Corporate Governance (King IV), the Companies Act, the Financial Intelligence Centre Act, the Broad Based Black Economic Empowerment Act, the Promotion of Access to Information Act and industry-specific laws and regulations and work closely with our clients to develop customised policies and procedures.
We assist with the identification, assessment and management of risks facing a company and work with our clients to formulate sound risk management strategies and procedures to facilitate reliable reporting, safeguarding of assets and stakeholder interests, compliance with laws and regulations and efficiency of operations.

CORPORATE GOVERNANCE SERVICES

Caveat provides the full suite of virtual company secretarial services. This is aimed at businesses that do not have a dedicated in-house secretary and those that require secretarial auditing services to ensure accuracy and full-compliance status of a company’s secretarial records, as well as company secretary support services for in-house corporate secretarial staff. This includes ongoing or ad-hoc support for:

the drafting of board and shareholder resolutions;
the creation of board meeting packs and consequent drafting of meeting minutes;
the filing of annual returns;
the calculation of the public interest scores and establishment of social and ethics committees in the case of companies legally required to adhere to the enhanced accountability aspects of the Companies Act;
the incorporation of new companies;
the registration and deregistration of directors, as well as the filing thereof at CIPC.

We also provide director induction training for new directors to ensure that directors are aware of their duties, obligations and liabilities to the shareholders, the company and the public. This training can also be extended to any prescribed officer of companies to ensure accountability is adhered to at each level of management. We also provide training to in-house company secretarial staff on updates relating to the Companies Act and its impact on the company secretarial function.

If you have any questions or would like to learn more about our corporate governance and secretarial support services, please do not hesitate to contact us.

FAQs

Frequently asked questions on CORPORATE GOVERNANCE & COMPANY SECRETARIAL Law

What is corporate governance and why is it important for a company?

Corporate governance refers to the system of rules, practices, and processes by which a company is directed, controlled, and operated. It encompasses the relationships between the company’s management, board of directors, shareholders, and other stakeholders. Effective corporate governance is important for a company because it provides a framework that ensures transparency, accountability, and responsible decision-making. It helps to build trust among investors and stakeholders, mitigates risks, and protects the company’s reputation.

How can effective corporate governance contribute to the success of a company?

What is the role of a company secretary in corporate governance?

The role of a company secretary in corporate governance is instrumental in ensuring compliance, facilitating effective communication, and maintaining proper corporate records. Acting as a key advisor to the board of directors and senior management, the company secretary plays a crucial role in upholding good governance practices. They are responsible for managing board meetings, ensuring compliance with legal and regulatory requirements, maintaining accurate corporate records, and promoting transparency and accountability within the organization. By providing guidance on corporate governance matters, the company secretary acts as a central point of contact for directors, shareholders, and other stakeholders, contributing significantly to the overall effectiveness and integrity of corporate governance processes.

What are the key principles of effective corporate governance?

The key principles of effective corporate governance revolve around transparency, accountability, and the competence of the board of directors. Transparency ensures the timely and accurate disclosure of information to stakeholders, promoting trust and informed decision-making. Accountability holds decision-makers responsible for their actions, fostering ethical conduct and mitigating risks. Additionally, a competent and independent board of directors ensures effective oversight, strategic guidance, and decision-making aligned with the organization’s long-term success.

What does a company secretary do?

A company secretary may do all or a number of the following tasks

the drafting of board and shareholder resolutions;
the creation of board meeting packs and consequent drafting of meeting minutes;
the filing of annual returns;
the calculation of the public interest scores and establishment of social and ethics committees in the case of companies legally required to adhere to the enhanced accountability aspects of the Companies Act;
the incorporation of new companies; and
the registration and deregistration of directors, as well as the filing thereof at CIPC.

Whether navigating the legal complexities of the corporate world or starting a business it is critical to ensure that all corporate action is properly authorised and all company records are correctly maintained. This is because, as the saying goes, men do not stumble over mountains, but over mole hills.

- Matthew Wilson , Caveat Panel Member