Company Secretary Programme


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by KapitalBiz
Price: $499.00
0 Lessons

Course Overview

This company secretary training programme is designed for both experienced and newly appointed or about to be appointed company secretaries who want to ensure that they are able to provide the best possible support to their board. For this you should know and understand the collective responsibilities of a board, as well as the individual responsibilities of directors.  The role of the company secretary continually evolves and it is crucial that the person with this responsibility is fully aware of the duties they must perform to protect their company, the board and themselves from both criminal and regulatory liability in an increasing litigious business environment.

This comprehensive three-day course examines the duties of a company secretary, providing you with a thorough understanding of the role and ensuring you are fully up-to-date and compliant with your legal responsibilities. It guides you through the role step by step, to ensure you understand your responsibilities in areas such as preparing for shareholder meetings, supporting the board, ensuring good governance, dealing with conflicts of interest and advising on internal controls.

It is a practical three days, focusing on real-life situations and is designed to build confidence so you are able to effectively support the chairperson and advise the board in all matters of governance and procedure.  We aim to help you become an invaluable part of the board with directors being confident in your advice.  Attending will help equip you with the essential knowledge to succeed in this challenging role.

Why You Should Attend

Attend this course and learn:

  • To establish yourself as part of the board team
  • Positioning the company secretary role as crucial to the proper functioning of the board and to be the go-to person on issues of governance and control procedures
  • Becoming confident in your understanding of what constitutes good governance
  • Being able to advise on effective internal controls and risk management systems
  • To develop excellence in supporting the board in areas such as minute taking, agendas, board papers, dealing with conflicts of interest and effective follow-up
  • Understand the advantages of certain board structures and board sub committees
  • Develop your understanding of company law and corporate structures
  • Become clear on how joint ventures and subsidiary company structures work in practice

Course Outline ( Day 1, 2, & 3)

Appointment and Responsibilities

  • Appointment and removal formalities for company secretaries
  • An overview of the role and legal responsibilities of a company secretary
  • Typical additional responsibilities outside of the formal role
  • Relationship with the board chairperson and directors

Statutory Requirements

  • Overview of the SA Companies Act 2008 with comparisons to company law in other major jurisdictions
  • Statutory registers and how are they written up
  • Annual reports and accounts
  • What must a company secretary do if a company director is acting illegally
  • Insolvency law and what must a company secretary do if they believe that the company is insolvent
  • Personal liability for company secretaries
  • Memorandum of Incorporation (or Memorandum and Articles) and how to amend them
  • What is the company secretary’s role at a Board Meeting

International Governance Best Practice

  • Evolving concepts of corporate governance – what it is, where has it come from and where is it going
  • OECD corporate governance guidelines
  • International governance codes in the UK, US and Europe and best practice direction of travel including the difference between mandatory rules and codes
  • Introduction to the King Report IV
  • The company secretary’s role in corporate governance

The Company

  • The concept of the company as a separate legal entity and the concept of limited liability as it relates to officers of the company
  • The relationship between members (shareholders), the board and management
  • The concept of special purpose vehicles, parent/subsidiary relationship and the board’s relationship with its shareholders
  • The legal and regulatory environment affecting the corporate entity
  • The different types of corporations in use in major jurisdictions
  • Types of corporate forms in South Africa including private and publicly traded companies, external companies and non-profit entities
  • Managing conflicts of interest

Board Structure, Operations and Practice

  • The legal definition of a director and who can be a director
  • Summary of the duties of a director and the potential consequences of getting it wrong
  • Board level policies – an examination of the main areas requiring formal processes including anti corruption, health and safety, whistleblowing, safeguarding, conflicts of interest, corporate hospitality, related party transactions, anti discrimination and data protection
  • The importance of ensuring officers are seen as agents of the company and not as principals
  • How organisations can put in place systems to enable directors to more effectively understand and discharge their duties
  • The different types of directors, their role on the board and responsibilities to the organisation and its stakeholders
  • Board induction
  • Succession planning
  • The benefits of board diversity
  • Board balance in terms of size, expertise, executive and non-executive split, and independence
  • Board evaluation

Board Committees

  • When and why should you recommend forming board sub committees
  • Main responsibilities of the following board committees:
  1. Audit committee
  2. Risk committee
  3. Remuneration and nomination committees
  • Company secretary’s role in relation to board committees

Board Meetings

  • Preparing for meetings
  • Effective board meeting agendas and papers
  • The purpose and importance of minutes
  • Time-saving tips for effective and accurate minutes
  • Company secretary’s role as adviser
  • Formal resolutions
  • How should committee business be reported
  • Dealing with issues and disputes in the boardroom
  • Company secretary’s relationship with the Chairperson
  • How to handle poor chairing of the meeting
  • How the company secretary helps the board in making decisions
  • How to handle informal meetings
  • Managing post meeting actions
  • Approval and storage of minutes

Strategic Risk Evaluation and Management

  • Principles of risk management
  • Categories of risk
  • Risk assessment and management
  • Defining risk appetite
  • Risk v entrepreneurial decisions
  • Establishing a risk culture
  • Relationship between internal control, internal audit and risk management

General Meetings (General Assemblies)

  • The company secretary’s relationship with shareholders
  • Shareholders rights
  • Notice
  • Attendance
  • Voting procedures
  • Formal resolutions
  • Changes to the company constitution

Board Simulation Exercise 

A board simulation based around a case study designed to draw out a number of governance issues and board behaviours discussed during the course.

The aims of this activity would be to surface a number of key governance issues including bribery, health and safety, corporate social responsibility, conflicts of interest, the duty to declare related party transactions, the inherent conflict between the board role and shareholders and to reflect on the importance of interpersonal dynamics and board behaviours.

The exercise allows delegates to practice their role as board adviser and become more confident in speaking out. In addition, playing the role of board members allows delegates to better understand the director’s role and consequently improve the quality of their advice to the board.

Summary and Conclusion

Final questions, group discussion of key takeaways, handing out of certificates and closing remarks.

 

Who should attend?

  • Group Company Secretaries
  • Company Secretaries
  • General Counsels
  • In-House Counsels
  • Those who need to understand the breadth and scope of the role and responsibilities of both directors and those who support boards.

 

Course features

Global Reach

Measurement of teaching effectiveness

Content Security

Versatility

Corporate and Enterprise services

Mobile learning

Self-paced courses

The ability to teach full time

Easy-to-use interface

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Our virtual classes are designed to keep the same levels of engagement and networking as participants would on our on-site public courses. All course sessions are delivered through our easy-to-use online learning platform and is supplemented by case studies and practical group exercises.

Similar to our in-person public courses, you will have live interaction with course trainers and other participants. Our live online courses are led by our experienced trainers, this is done during scheduled times. All registered delegates will receive copies of the course materials electronically.

This course is scheduled to take place live online using virtual learning technology. For dates on our public courses please contact us via the chat option, phone or email.