Introduction
Many people wonder what the functions of a company secretary are. This is addressed by the Companies and Other Business Entities Act (Chapter 24:31), “COBE Act” or “the Act”.
Requirements to have a company secretary
According to sections 98(1) and (2):
- Every company shall have at least one Secretary ordinarily resident in Zimbabwe.
- The board of a public company shall appoint one or more secretaries, being a person or persons who are qualified to be the secretary of a public company and who must not hold another office as an officer of the company.
Functions of the company secretary
In terms of section 198(3) the functions of the Company Secretary shall include the following:
- Acting as custodian of the company’s records including shareholder records such as transfer of shares, evidence of title, and company’s accounting records, etc.
- Ensuring that all notices of all shareholder meetings, board meetings and board committee meetings are given in accordance with the Act.
- Ensuring that minutes of all such meetings are recorded in accordance with the Act.
- Advising the directors as to their duties and powers in terms of the Act.
- Making directors aware of other laws relevant to or affecting the company.
- Certifying in the annual financial statements whether the company has filed required returns and notices in terms of the Act, including but not limited to the company’s annual returns, etc.
Qualifications for Company Secretary for a public company
These are provided for under section 198(4) as:
- Having prescribed minimum experience being at least 3 of the last 5 years as company secretary of a public company.
- Is a Chartered Accountant, Chartered Secretary, registered legal practitioner, registered public accountant or public auditor, holds other qualifications as may be prescribed.
Minutes
A company secretary is ordinarily associated with sending board packs to directors and recording minutes. They can also be very popular with board members for facilitating payments on time. It is quite common to find the position of a company secretary combined with that of head of legal services of the same company.
Section 205 of the COBE Act deals with minutes of meetings of the board of directors and its committees. The salient provisions are explained below.
Minutes of each meeting of the board and any committee shall be prepared promptly after the meeting, and shall be submitted to the board or committee at its next meeting for review and adoption.
The minutes shall include the following:
- A statement of the place and time of the meeting.
- The persons present.
- The agenda at the meeting.
- The issues submitted for voting.
- Results of each vote including the names of the directors who voted “for” or “against” or who abstained.
- The decisions which were adopted at the meeting.
The minutes shall be deemed to be approved if they are signed by the chairperson of the meeting. Failure to comply with the requirements of section 205(1) as regards prompt preparation, review and adoption of the minutes shall not invalidate decisions of the board of directors or the committees.
Common company secretary documents
There are many company secretarial documents that a company secretary has to keep secure or make sure they are always up to date. These documents include the certificate of incorporation, memorandum and articles of association, register or list of directors (CR6, formerly CR14), share register or register of shareholders, share certificate, share transfer forms, ordinary and special resolutions, minutes as explained above, company stamps and seals, company intellectual property, title deeds, key contracts, copies of audited financial statements for each year, copies of packs for the board and board committees.
Understanding new company secretarial forms
If you wish to understand the new company secretarial forms issued after the gazetting of the COBE Act in 2020 please search online the article I wrote in the Herald of 16 December 2021 titled “Understanding new company secretarial forms”.
Conclusion
The company secretary position is designated and key to a company. It has to be occupied by a competent person who is properly and adequately recognized.
Disclaimer
This simplified article is for general information purposes only and does not constitute the writer’s professional advice.
Godknows (GK) Hofisi, LLB(UNISA), B.Acc(UZ), CA(Z), MBA(EBS,UK) is a legal practitioner / conveyancer, chartered accountant, corporate rescue practitioner, registered tax accountant, consultant in deal structuring and business valuer. He is also a director with Investacare International (Private) Limited. He writes in his personal capacity. He can be contacted on +263 772 246 900 or gohofisi@gmail.com
