Corporate governance

Corporate Governance Services

The way your company is controlled by its executive management / board is an important balancing act between interests of your various stakeholders, which include your management, shareholders, customers, suppliers, financiers, the community in which you operate, and government.

Compliance with all business-applicable aspects of international best practice, as incorporated in the King Report on Corporate Governance (a requirement for all JSE-listed companies on an apply or explain basis),

as well as ensuring compliance with best practice and implementation of the recommendations of the Code of Corporate Practices and Conduct.As a result of our membership of locals and international corporate governance committees, we are able to keep our clients well informed on governance processes.

We offer a straightforward approach, delivering direct business benefits without creating further layers of burdensome controls.

Statucor provides a comprehensive list of Board Support services:

Board Evaluations

The purpose of a board evaluation is to identify matters of concern and to highlight areas for improvement in the leadership structure of a company. With improvement comes sustainability, which is the key to ensuring optimal long-term shareholder value. If a board is aware of its own strengths and weaknesses, it is better equipped to maximise the company’s opportunities and minimise the impact of threats to it. King IV suggests an annual board evaluation conducted by the chairman of the board or outsourced to a third party. Statucor can assist the chairman to conduct the review or handle the evaluation as the outsourced third party.

Oversee Meeting Attendance & Voting Processes

We act as scrutineers at small or medium-sized annual general meetings or special general meetings, where we:

• Obtain your share register with shareholders eligible to vote;
• Check the attending shareholders or proxy holder’s identification, letter of representation, board resolutions or proxy forms;
• Draft and distribute the ballot forms;
• Collect, tally and verify the results of the votes; and
• Provide the company secretary or the chairman with the results per ordinary or special resolution.

KING IV

The King IV Report for Corporate Governance™ for South Africa 2016 was launched on 1 November 2016 and came into effect for originations with a financial years starting on 1 April 2017.

To better understand King IV and the role it plays in your business, as well as how to be King IV compliant, please contact the Statucor Governance team.

Read more on King IV

Meeting Management

Statucor will assist in collating board packs and distributing these to the board. We will then attend the meetings, take minutes, and collate the matters that arise, along with decisions taken at the board. We will distribute this information to the appropriate people and ensure that they address matters arising from the meeting.

Company Secretary

Statucor can assist companies by serving as assistant company secretary or by taking on the full role of company secretary. We perform this service for large private companies, and tailor our services to meet requirements.

Listed companies must have a company secretary. For all other companies this is voluntary, unless required by their MOI.

The company secretary serves as a go-between for executive management and the board, and ensures that good governance is maintained within the company. The company secretary’s duties are listed in the Companies Act 88.2 as follows:

1. providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers;
2. making the directors aware of any law relevant to or affecting the company;
3. reporting to the company’s board any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company or this Act;
4. ensuring that minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded in accordance with this Act;
5. certifying in the company’s annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date;
6. ensuring that a copy of the company’s annual financial statements is sent, in accordance with this Act, to every person who is entitled to it; and
7. carrying out the functions of a person designated in terms of section 33(3).

Board Support Services

Statucor can provide the full support structure that is required from a company secretary. Typically this entails conducting the full meeting management of the board and creating an annual planner to ensure that the board deals with all the matters required on an annual basis.

Statucor will also assist in drafting a delegation of authority from the board down to the management. We will also draft the terms of references for the various committees and the board, and ensure that these are adhered to on an annual basis.

For a listed entity, we will also assist with the annual report and ensure that all matters that must be reported – from a board’s perspective – are covered. Moreover, we will serve as the interface between corporate advisors, corporate sponsors, the JSE and auditors.

Director Changes

Any change of directorship within a company must be carried out as per the company’s MOI or in accordance with the Companies Act. The Act requires a minimum of one director for a private company, and a minimum of three directors for a public company. Depending on a company’s MOI, a greater number of directors may be appointed.

A person only becomes entitled to act as a director once he or she is appointed by the shareholders and directors AND he or she has delivered written consent to the company. It is important to note that the appointment only becomes effective once the latter has taken place, i.e. the would-be director has officially accepted the appointment.

All listed companies are required to replace directors. However, at most private companies, directors can serve for an indefinite period of time, depending on the company’s MOI. All changes in the board must be lodged with the CIPC.

Board Charters & Sub-committee Terms of Reference

We assist companies in drafting board charters and sub-committee terms of reference – or we can simply review and advise on any existing charters and policies. A charter is a critical governance and reference tool, without which no board or committee can function properly. It stipulates the terms of reference of the body concerned by encompassing its procedures, limits of authority, mandate and role and function.

Electronic Board Packs

Statucor has partnered with leading technology providers to provide our clients with a greener, 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.

Meeting Facilities

We offer meeting facilities for up to 30 people per venue in Pretoria, Cape Town and Durban. Each of these venues is fully serviced, including video conferencing capabilities.

Structure & Design of Annual Reports

We are able to assist you in the project management of compiling and distributing your annual reports. This includes the drafting of related notices, with the necessary resolutions that are to be tabled at your AGM.

In collaboration with our design partners, we receive, proofread and structure the content of the report, after which the designers see to the publication’s look and feel. We are able to assist you in providing the annual report in an electronic or printed format with various costing options.