Question 1 (20 marks)
“… Our courts have held that the Company Secretary is an officer of the company with extensive duties and responsibilities. Far from being a mere scribe, he regularly makes representations and enters into contracts on behalf of the company. Company Secretaries are an integral part of an organisation’s management structure and play a pivotal role in the proper governance of the company. The Company Secretary, in effect, acts as the company’s Chief Governance Officer”
Source: https://www.withoutprejudice.co.za/free/article/5913/view
Required:
Critically discuss the role of the company secretary in ensuring and promoting proper corporate governance within an organisation.
Note to student: Refer to the relevant section(s) of the Companies Act 71 of 2008 and the King Code IV where applicable.
Tip to students: Your answer should include; but not limited to:
• Briefly mention what a company secretary is.
• Discuss the duties of the company secretary within a company.
• Fully discuss the role the company secretary plays in promoting corporate governance
within a company with reference to the King IV Report on Corporate Governance

Answers to Above Questions on Company Law

Answer 1: The company secretary of an organisation is required to carry out significant duties and responsibilities in order to ensure that there is complete compliance achieved with respect to legal and regulatory requirements. They therefore have a crucial role to play in promoting proper corporate governance in managing an organisation. The ways in which company secretary can promote proper corporate governance is by way of maintaining the records of company accurate and up to date, ensuring that the rights of shareholders are protected properly…