Week 11 - Board Accountability Flashcards
(27 cards)
copies of what should be included in the company records?
- MOI, amendments
- rules
- AFS
- reports presented at the AGM
what records for SH should be included in company records?
- SH resolutions and related docs
- securities register
- communications to SH
what records regarding directors and meetings should be included in company records?
- record of directors
- minutes of all meetings
- minutes of committee meetings
what are the requirements for where company records must be kept?
- at a registered SA address where they are kept and maintained
- details of the address included in NOI and changes are filed with CIPC
what are the requirements for the form of company records?
- written/electronic form
- or any form that allows it to be converted to written form in reasonable time
- must have protective measures to prevent tampering
what are the duties of the company secretary?
- provide directors with guidance about their duties
- making directors aware of laws relevant to company
- certifying the AFS
- reporting director failure to comply with Act
which companies are required to have a secretary?
public and SOC
what are the characteristics a company secretary must have?
- have experience and knowledge of laws
- be a permanent SA resident and remain so while being secretary
can a person disqualified from being a director be the secretary?
NO
can a juristic person be a secretary?
yes, provided that:
- every employee of the JP is not disqualified
- at least one employee of the JP has the two characteristics required
accounting records must be?
- accurate, complete
- official language of the Republic
- accessible from office
offenses for accounting records?
(with intention to mislead/deceive)
- fail to keep accurate complete records
- keep them other than in prescribed form
- falsify records
financial statements must?
- satisfy FR standards
- present fairly company affairs
- have date they were produced
- must include info about if they have been audited on first page
which reports must AFS include?
- auditor’s report
- director’s report
whose FS must be audited?
- public company
- private company if: required by regs/MOI, or voluntarily chooses to
what must be done if auditing FS is not necessary?
must be independently reviewed in a manner that satisfies regulations
when will a private company be exempt from an independent review?
if a every person who holds a beneficial interest in securities is also a director
how to calculate PIS?
1 pt per:
- R1m turnover
- SH
- employee
- R1m third party liability
what are the appointment requirements for the auditor?
- appointed every year at AGM
- must be registered auditor
- must be independent
how often must auditors be rotated?
- cannot be auditor for more than 5 years
- if the auditor serves for more than 2yrs then ceases, must wait another 2 years
who may the auditor not be?
- PO/director/secretary
- regular accountant/bookkeeper
- person who maintains the FS
- any person who did these in the previous 5 years or a related person thereof
the auditor may automatically be reappointed without SH resolution, unless?
- retiring auditor is no longer qualified / willing to accept
- auditor is required to cease serving for rotation
- audit comm rejects the reappointment
- company has notice of intended resolution to appoint someone else
what rights does the auditor have?
- access acc records
- require info from directors to perform duties
- attend general SH meetings and be heard
- can apply to court to enforce their rights
- rights to current/former FS of subsidiaries
what duties may the auditor not perform?
any service that would place them in a conflict of interest
