The Board Resolution Appointing Corporate Secretary is a crucial governance document required under South African corporate law. It is typically used when a company needs to formally appoint a new Company Secretary, whether due to resignation of the previous incumbent, corporate restructuring, or initial appointment. The resolution must comply with the Companies Act 71 of 2008, particularly Sections 86-89, and for listed companies, the JSE Listings Requirements. The document serves multiple purposes: it records the board's decision, confirms the appointee's qualifications and compliance with legal requirements, establishes the scope of authority, and provides the basis for regulatory filings with CIPC. It's essential for demonstrating good corporate governance and maintaining proper company records.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, venue of the board meeting, and confirmation of quorum
3. Board Authority: Statement confirming the board's authority to make the appointment under the Companies Act and company's MOI
4. Resolution of Appointment: Formal resolution appointing the individual as Company Secretary, including their full name and ID number
5. Terms of Appointment: Key terms including start date, reporting lines, and basic duties as per Companies Act
6. Statutory Compliance: Confirmation that the appointee meets the requirements under Section 86 of the Companies Act
7. Authorization: Authority for necessary filings with CIPC and other regulatory bodies
8. Certification: Signature section for board chair/directors and certification of the resolution
1. Termination of Previous Secretary: Required when the appointment is replacing an existing Company Secretary, including acceptance of resignation or termination details
2. Additional Delegations: Any specific additional powers or duties being delegated to the Company Secretary beyond statutory requirements
3. Remuneration: If the resolution includes approval of the Company Secretary's remuneration package
4. JSE Compliance: Required for listed companies, confirming compliance with JSE Listings Requirements regarding Company Secretary appointments
5. Transitional Arrangements: When there needs to be a handover period or specific transition timeline
1. Appendix A - Secretary Qualifications: Details of the appointee's qualifications and experience demonstrating compliance with statutory requirements
2. Appendix B - Duties and Responsibilities: Detailed list of duties and responsibilities as prescribed by the Companies Act and company policies
3. Appendix C - Board Assessment: For listed companies, documentation of the board's assessment of the appointee's competence, qualifications and experience
4. Appendix D - Acceptance Letter: Signed acceptance of appointment by the Company Secretary
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Telecommunications
Energy
Professional Services
Real Estate
Construction
Agriculture
Education
Transportation
Non-Profit Organizations
Relevant Teams
Legal
Compliance
Corporate Governance
Board Secretariat
Executive Office
Risk Management
Regulatory Affairs
Corporate Affairs
Administration
Relevant Roles
Company Secretary
Board Chairman
Director
Chief Executive Officer
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
Board Member
Managing Director
Legal Counsel
Chief Financial Officer
Risk Officer
Regulatory Affairs Manager
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