Legal Governance Services

Legal Governance Services:
including but not limited to the provision of:

  • company secretarial services,
  • consulting regarding the JSE Listings’ Requirements,
  • the various King Codes,
  • director training,
  • the drafting of board charters,
  • liason with CIPC,
  • transfer secretaries,
  • sponsors and such like,
  • managing AGM and annual report processes,
  • managing employee share trusts.

For further information, please click here.

SITL COMPANY SECRETARIAL, REGULATORY AND GOVERNANCE SERVICES:

  • is a business segment of SITL Legal;
  • provides company secretarial, regulatory and governance services to unlisted public companies, listed companies, private companies, non-profit companies, voluntary associations and trusts;
  • wishes to be the company secretary of choice in South Africa; and
  • specifically offers the following services:
  1. SUPPORT AND GUIDANCE ON MATTERS RELATING TO GOVERNANCE
    • Directors of companies and trustees of trusts, are substantively advised regarding rights and obligations.
    • Procuring that entities to which services are provided comply with the legal and regulatory framework within which they operate, including but not limited to, JSE listings requirements compliance, compliance with King III, the new Companies Act and various aspects of trust law.
  2. TRAINING
    • Ethical Business and Good Corporate Citizenship training (this covers inter alia ethics, anti-corruption, anti-bribery, facilitation payments, donations etc.)
    • Competition Law Training (also known as anti-trust training)
    • Companies Act Training
    • Director Training: Roles and responsibilities
    • Legal Compliance Training
    • Trustee Training
    • Bespoke training
  3. TERMS OF REFERENCE
    • The drafting and updating of terms of reference for the audit committee, the board committee and all board sub-committees.
  4. COMPANY POLICIES
    • The drafting of certain company policies including, but not limited to, a donations’ and CSI policy, an ethics policy and a corporate code of conduct.
  5. MEETINGS’ MANAGEMENT
    • The services below apply to the audit committee, the board committee and the remaining board sub-committees:
    • preparing and updating all terms of reference;
    • ensuring that the director’s declare their interests and written records are kept of such;
    • determining meeting dates at least 12 months in advance;
    • liasing with the chairperson regarding meeting agendas;
    • preparations and delivery of physical and electronic meeting packs;
    • preparation and signing of attendance registers;
    • recording meetings, preparing minutes, circulating minutes and procuring storage of electronic and physical packs, hand-written notes, recordings of meetings and such like;
    • preparation and circulation of a matters arising schedule;
    • updating of corporate file for each entity;
    • updating of all statutory records for each entity;
  6. ANNUAL GENERAL MEETING
    • Acts as a scrutineer of AGMs for smmes or special shareholder meetings; services include, but are not limited to, verifying of shareholders entitled to vote, perusing and vetting proxies, drafting, distributing, tallying and verifying ballots.
    • Liason with transfer secretaries in the case of listed entities.
  7. ANNUAL REPORT
    • Drafts the notice of AGM for the annual report, together with all resolutions.
    • Assists with proof-reading, vetting of annual report and preparation of detailed and informative sections thereof pertaining to corporate governance.
  8. COMPANY SECRETARIAL, REGULATORY AND GOVERNANCE SERVICES AND AUDITS
    • SITL Regulatory and Governance Services will:
    • ensure statutory compliance for all public companies (including listed companies), private companies, not-for-profit companies, voluntary associations and trusts;
    • draft, circulate and attend to the signature of all resolutions, and will further procure that such resolutions are confirmed at board meetings;
    • liase with sponsors where required (e.g. with reference to the JSE Listings Requirements);
    • assist with annual returns;
    • attend to new company registrations;
    • facilitate winding-up of companies;
    • conversions of close corporations to companies (whether private or public);
    • assist with director appointments and resignations, company secretary appointments/resignations, auditor appointments/resignations, public officer appointments/resignations;
    • procure de-registration of companies;
    • assist with the restructuring of groups of companies;
    • deal with all aspects of shares such as, the creation and issuing thereof, preparation of share certificates, drafting of share sale agreements, facilitating the payment of applicable taxes where relevant (in conjunction with certain tax practitioners);
    • assist with the drafting of all special resolutions, circulation thereof and lodging of such with the relevant regulatory authorities
    • effect amendments to an entity’s year-end, registered and postal office, as and when required;
    • help with the registration of external companies;
    • assist non-profit companies, trusts and voluntary associations to be registered as public benefit organisations in terms of the Income Tax Act (regarding both income tax exemption and donor deductibility status), as well as ensuring that such are registered as non-profit organisations pursuant to the provisions of the Non-Profit Organisations Act;
    • effect changes to trustees;
    • liase with sponsors and transfer secretaries as and when required;
    • perform governance audits, identify risks and provide support to close out identified gaps.
  9. DIRECTOR LIABILITY INSURANCE
    • Assisting companies with:
    • the procuring of directors’ and officers’ liability insurance (“DO Insurance Policy”) pursuant to the provisions of section 78(7) of the Companies Act; and
    • the vetting of the DO Insurance Policy to ensure that legal risks therein are understood, minimized and/or mitigated.
  10. BOARD ASSESSMENTS
    • Assist with performance assessments of the board, the audit committee, other board sub-committees and directors individually.
  11. LEGAL COMPLIANCE AND LEGAL ADVICE
    • Provision of legal advice to the board, audit committee and other board sub committees.
    • Perform legal compliance audits as required and facilitate compliance with the legal regulatory framework.
    • The provision of bespoke legal opinions as and when required.
  12. MEMORANDA OF INCORPORATION AND TRUST DEEDS
    • Drafts memoranda of incorporation and procures the approval and acceptance thereof.
    • Drafts shareholders agreements that comply with the new Companies Act.
    • Drafts and amends trust deeds as required.
Close Cart
Back to top