Our team understand your business issues and lead the way in delivering cost effective and comprehensive solutions for your corporate governance and company secretarial needs.
Kilgetty Fit Programme
Our FIT program consists of our office carrying out a Corporate status check by reviewing the current statutory and CIPC records and providing you with a report thereon.
Our office will carry out any remedial work to regularise anomalies and compliance failings that were identified during the FIT program.
Our office is equipped to ensure that the statutory records of your entity or client entity complies with the requirements of the Companies Act by providing any of the following requested statutory services:
- Registration of new companies, providing shelf companies and attending to statutory changes thereto.
- Conversion of Close Corporations to private companies or public companies.
- Maintaining the statutory registers and minute books at our offices.
- Restructuring of groups of companies.
- Appointment/resignation of directors, public officers, company secretaries, etc.
- Transferring shares, allotment of shares, issuing of share certificates and the payment of the Securities Transfer Tax to the
- South African Revenue Service through E-Filing.
- Special resolutions relating to changes to the Memorandum and Articles of Association such as name changes, adoption of new Memorandum of Incorporation (MOI), increase of the share capital and the conversion from par value to non par value shares, creation of preference shares for SPV purposes.
- Acquisition of shares by the company.
- Changing the financial year-end of the Company.
- Appointing/resigning the auditor of the Company.
- Changing the registered office and postal addresses of the Company.
- Attending meetings of the Directors and the taking of the minutes.
- Attending Annual General Meetings and acting as an independent scrutineer and assisting in the compilation of the proxy register, vote reconciliation and the taking of minutes of the meeting.
- Submission of CIPC annual returns and if so required, the cancellation of the deregistration process.
- Deregistration of companies.
- Director training on the duties and responsibilities of Directors.
- Director training on the King Code of Governance Principles for South Africa 2009 (“King III”).
Corporate Governance Audit
We appreciate that it can be difficult for busy directors who are focusing on the running of their business to keep up-to-date with their more onerous obligations. We therefore offer the benefit of our experience and expertise in the company secretarial field to undertake a wide ranging audit of compliance matters for your company.
The Corporate Governance Audit will be tailored to your business and its size and will be appropriate for all companies from those with shares listed on the Johannesburg Securities Exchange to smaller private companies with a single member and Director.
As part of the Corporate Governance Audit process we will visit your offices and review compliance with the Companies Act 2008 on matters including but not limited to your company’s:
Memorandum and Articles of Association and the conversion to the new Memorandum of Incorporation
Compilation of Board Committee charters
Statutory registers (such as the register of members and register of directors and secretaries etc)
Register of Directors interest in contracts
The Corporate Governance Audit also covers matters of corporate governance including the manner in which the company deals with risk, the frequency of board meetings, the role of Non-Executive directors and the roles of any board committees.
Following our visit, we will prepare a report highlighting compliance aspects which require immediate attention as well as those which should be considered as a matter of best practice.
Assistant Company Secretary
Board & Shareholder Meetings
Minutes of a meeting are the only record of what took place at a meeting and the importance of having good quality minutes cannot be underestimated.
It is becoming increasingly clear that properly prepared minutes can provide the entity and its board members with meaningful protection against certain liabilities, while inadequate minutes increase legal exposure. Given the regulatory pressures of corporate responsibility, traditional approaches to minute-taking may no longer be sufficient to serve the interests of the entity and the board.
The fundamental role of corporate minutes is to preserve an accurate and official record of the proceedings of a board or committee meeting. Well-kept corporate minutes serve as a record of corporate decisions, reflect director dissent where appropriate, offer guidance for future board action, serve as a valuable source of contemporaneous evidence in regulatory or judicial proceedings and reduce misunderstanding as to the intent of the board. Corporate minutes can document compliance by board and committee members with their fiduciary obligations. Furthermore, the maintenance of accurate, thorough corporate minutes is consistent with the emphasis on greater accountability and disclosure.
Poorly kept corporate minutes deny the board a potentially dispositive resource from which to defend their conduct or to explain the full nature of a board decision. In addition, regulators and other plaintiffs will seek access to corporate minutes to bolster their arguments, and courts themselves will give substantial credence to the contents of minutes.
Our office is able to assist clients by providing the following service at Board, Board Committee and Shareholder meetings:
Arrange and co-ordinate the venue and all catering requirements
Compile the Agenda in consultation with the Chairman of the meeting
Compile and circulate the meeting packs to all members prior to the meeting
Attend the meeting and take minutes
Record the declarations/conflicts of interest of Directors
Ensure adherence with the Company’s Memorandum of Incorporation
Assist the Chairman and the Directors in the conduct of meetings and provide directorial support in terms of their governance obligations and responsibilities
Electronic storage of all proceedings of meetings should directors have a need to refer to them.
Director & Officer Liability Insurance
Kilgetty Statutory Services enters into a sub-agency agreement with RBS to offer Director and Officer liability Insurance
Kilgetty Statutory Services (Pty) Ltd has entered into a sub-agency agreement with Risk Benefit Solutions (Pty) Ltd to provide their clients and clients of other auditing and legal practices with a Director and Officer liability Insurance product.
Chris Wilson, Managing Director of Kilgetty has stated that in terms of the new Companies Act a Director or prescribed officer of a Company may be held liable for any loss, damages or costs sustained by the Company as a consequence of any breach by the Director of a duty contemplated in the standard of Director’s conduct, or a failure to disclose a personal financial interest in a particular matter, or any breach by the Director or prescribed officer of a provision of the Companies Act or the Company’s Memorandum of Incorporation.
Section 78(7) of the Companies Act allows for a Company to purchase Directors’ & Officers’ (D&O) Liability Insurance which is a contract of insurance designed to protect past, present and future D&O’s by indemnifying them for loss resulting from a wrongful act, including errors or omissions for which the D&O is alleged to have committed in their capacity as a director or officer.
The cover includes reimbursement for civil damages, defence costs, judgments, settlements and reimbursement to the D&O’s company/employer for any indemnification to the director or officer for any such costs.
Chris Wilson believes that the recent Cricket South Africa debacle and the Centro Properties Group court case in Australia has highlighted the potential risk to Directors and that the nominal cost of the insurance premium is negligible compared to the risks associated with a claim made by shareholders, employees or creditors under the new Act. Wilson advised that all Directors should revisit their current Director and Officer Insurance product as a matter of urgency and should there be no policy in place, that they contact the offices of Kilgetty Statutory Services (Pty) Ltd.
The costs of the insurance can be paid either as an annual premium or on a monthly basis and the costs and the cover are as follows:
Companies Act Training and Guidance
The introduction of the new Companies Act which came into effective from 1 May 2011 has some far-reaching implications for all businesses in South Africa. The new Companies Act has been modernised and brought into line with international best practice.
Our office is able to assist clients by providing the following service to clients:
Personal consulting in all aspects of the Companies Act 2008
Provide current and up to date literature on company secretarial compliance
Ensure a smooth transition from the old to the new Companies Act
Liaise with the Companies Intellectual Properties Commission (CIPC) regarding the registration of the numerous documents to attain compliance
Provide advice and guidance in terms of the drafting and implementation of the new Memorandum of Incorporation (MOI) and shareholders agreements
Attend your Board meeting and provide an interactive overview of the new Companies Act.
Our shareholder verification service enables us to assist your entity in re-establishing contact and the updating of details with inactive, dormant, lost, or missing shareholders. Individuals are changing their contact details (cell phone, landline, email etc) repeatedly, moving addresses frequently and in some cases leaving the country altogether. Even though technology has improved, data is not always up to date and access to certain data has become more restricted with changing data protection laws. In addition, typical shareholder communication by post is less cost effective and the new Companies Act allows for shareholder communication by email.
Kilgetty Statutory Services (Pty) Ltd is able to provide a local and global verification & tracing solution that suits South African entities who wish to update the details of shareholders in order that they can communicate with the shareholders through an efficient and cost effective manner.
We are able to use an extensive SMS, post, email, fax and phone contact strategy and we allow shareholders to come to our offices to confirm their personal details.
Our office is a registered CIPC Customer and we are able to ensure that the statutory records of your entity or client entity complies with the requirements of the Companies Act by providing any of the following requested services:
Registration of new companies, providing shelf companies and attending to statutory changes thereto.
Conversion of Close Corporations to private companies or public companies.
Maintaining the statutory registers and minute books at our offices.
Restructuring of groups of companies.
Appointment/resignation of directors, public officers, company secretaries, etc.
Transferring shares, allotment of shares, issuing of share certificates and the payment of the Securities Transfer Tax to the South African Revenue Service through E-Filing.
Special resolutions relating to changes to the Memorandum and Articles of Association such as name changes, adoption of the new Memorandum of Incorporation (MOI), increase of the share capital and the conversion from par value to no par value shares, creation of preference shares for SPV purposes.
Acquisition of shares by the company.
Changing the financial year-end of the Company.
Appointing/resigning the auditor of the Company.
Changing the registered office and postal addresses of the Company.
Attending meetings of the Directors and the taking of the minutes.
Attending Annual General Meetings and acting as an independent scrutineer and assisting in the compilation of the proxy register, vote reconciliation and the taking of minutes of the meeting.
Submission of CIPC annual returns and if so required, the cancellation of the deregistration process.
Deregistration of companies.
Director training on the duties and responsibilities of Directors.
Director training on the King Code of Governance Principles for South Africa 2009 (“King III”).