...advisory vote on the company’s yearly remuneration policy and the board should determine the remuneration of executive directors in accordance with the remuneration policy put to shareholders vote. The King III Report also requires companies to remunerate directors and executives fairly and responsibly. As for Impala Platinum Holdings, the composition of the committee is in line with King III recommendations whereby the remuneration committee ensures that the policy strives for competitive and fair reward, to recognise and reward individual and team achievement and to contribute to the attraction, retention and motivation of employees, organisational growth and prosperity. The board should be assisted by a competent, suitably qualified and experienced company secretary. The board should appoint and remove the company secretary and should empower the company secretary to enable the person to properly fulfil his duties. The company secretary should provide guidance to the board on the duties of directors and good governance. The company secretary should ensure board and committee charters are kept up to date. As for Impala Platinum Holdings they incorporate with the King III Report as they outline that the primary roles of the company secretary are to ensure that the board remains mindful of its duties and responsibilities and to equip the board to discharge such duties and responsibilities. In addition to guiding the board on discharging its responsibilities, the...
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...TYPES OF SECRETARY Secretary is an administrative assistant who perform several office tasks within one job in Business Office Administration. 1. Administrative Secretary /Executive Secretary 2. Legal Secretary 3. Office Secretary 4. School Secretary 5. Litigation Secretary 6. Medical Secretary 7. Real Estate Secretary 1. Administrative Secretary/ Executive Secretary A variety of clerical and administrative duties are performed by administrative secretaries to run an organization proficiently. The tasks of administrative secretaries include planning and scheduling appointments and meetings, managing projects, organizing and maintaining paper and electronics files, conducting research and distribute information by using mail services, telephone, e-mail, web sites. They serve as a communication and information managers for an office and may handle travel and guests arrangements also. Generally administrative secretaries work in hospitals, schools, government agencies, corporate settings or medical and legal offices. Their job generally involves sitting for long periods. 2. Legal Secretary A legal secretary is an individual who works in the legal profession specially for helping lawyers. They are also called as executive assistants or administrative assistants. Their tasks are to perform daily clerical functions necessary for the efficient operation of a legal office. Apart from the typical filing, dictation, typing and phone answering responsibilities...
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...WHO IS DIRECTOR? A company is a business entity whereby it is associated or collected of individual real persons and/or other companies, who each provided some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be made to exist in law and then a company is itself considered a "legal person". The name company arose because, at least originally, it represented or was owned by more than one real or legal person. Therefore to operate the company, it needs a person who called a director. Any person can be a director, but only for those who is qualified as required under the Malaysia Companies Act 1965 (MCA). As stated under the Act[1], it requires at least 2 directors and both of them must have principal or only place residence within Malaysian[2]. In addition, it includes any person occupying the position of a director of a corporation by whatever name called and include a person in accordance with whose directions and instructions the director of a corporation are accustomed to act and an alternate or substitute director and a director is an officer of a company but he is not an employee unless he has separate contract of employment as a salaried executive[3]. Secondly, the director must be at their natural person[4] of full age [5] and the limit maximum age of 70 that is other than private company, which is not a subsidiary of a public company[6]. However, there will be...
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...directors of a company is primarily responsible for: • determining the company’s strategic objectives and policies; • monitoring progress towards achieving the objectives and policies; • appointing senior management; • accounting for the company’s activities to relevant parties, e.g. shareholders. The managing director/chief executive is responsible for the performance of the company, as dictated by the board’s overall strategy. He or she reports to the chairman or board of directors. APPOINTMENT The first directors of a company are appointed at the time of its registration. On registration, the persons named in form IN01 will be deemed to have been appointed as the first directors. Subsequent appointments (which are made on form AP01) are governed by the company’s articles of association but any Shareholders Agreement should also be checked. Typically the articles will provide for the board of directors to fill any casual vacancies or to appoint additional directors up to the maximum number specified by the articles. On appointment a new director will be asked to provide certain personal information (i.e. full name, address, date of birth and business occupation) to be included in the relevant form which he/she will be required to sign to signify consent to act as a director. It is possible for a director to file a service address at Companies House as well as his or her home address. It will be the service address (which can be the registered office of the company) that appears...
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...DIRECTOR? A company is a business entity whereby it is associated or collected of individual real persons and/or other companies, who each provided some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be made to exist in law and then a company is itself considered a "legal person". The name company arose because, at least originally, it represented or was owned by more than one real or legal person. Therefore to operate the company, it needs a person who called a director. Any person can be a director, but only for those who is qualified as required under the Malaysia Companies Act 1965 (MCA). As stated under the Act[1], it requires at least 2 directors and both of them must have principal or only place residence within Malaysian[2]. In addition, it includes any person occupying the position of a director of a corporation by whatever name called and include a person in accordance with whose directions and instructions the director of a corporation are accustomed to act and an alternate or substitute director and a director is an officer of a company but he is not an employee unless he has separate contract of employment as a salaried executive[3]. Secondly, the director must be at their natural person[4] of full age [5] and the limit maximum age of 70 that is other than private company, which is not a subsidiary of a public company[6]. However, there will...
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...Boardroom Excellence of Bursa Malaysia Securities Berhad (CG Guide); British American Tobacco Malaysia’s Code of Corporate Governance (BATM Code); Standards of Business Conduct (Standards); Statement of Business Principles (Business Principles); and Statement of Delegated Authorities. These principles are reflected in the Standards of Business Conduct, which have been in place for many years and have recently been updated in order to ensure that they remain at the forefront of best business practice. Every Group company and every employee worldwide is expected to live up to them. In addition, the principles set out within the Statement of Business Principles are designed to help meet the expectations placed on the company by various stakeholders. Both documents are available from the Company Secretary and on batm.com. PRINCIPLE 1 Establish clear roles and responsibilities: Role of chairman and CEO There should be a clear division of the responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No individual should have unfettered powers of decision. The roles of chairman and chief executive should not be exercised by the same individual. The division of responsibilities between the chairman and chief executive should be clearly established, set out in writing and agreed by the board. The Chairman and the Chief Executive are separate individuals (Datuk Mohamad Salim Bin Fateh Din - Chairman...
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...TIMELY AND BALANCED DISCLOSURE 19 Principle 6: RESPECT THE RIGHTS OF SHAREHOLDERS 20 Principle 7: RECOGNISE AND MANAGE RISK 21 Principle 8: REMUNERATE FAIRLY AND RESPONSIBLY 25 Page 1 Principle 1 : LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Board’s Conduct of its Affairs 1.0 Purpose and Scope The Company recognises that corporate governance is fundamental to the effective operation of the Company. The Board is the pivotal element of corporate governance, and the Company desires its Board to be an effective and independent representative of stakeholders and valuable to the organisation. This Charter sets out the responsibilities, structure and composition of the Board of Directors of the Company. 2.0 Role and Responsibilities The Board’s role is to provide governance of the Company in the best interests of shareholders, having regard to the interests of all stakeholders of the Company. The specific responsibilities of the Board include: The appointment of the Chairman or Executive Chairman; The overall corporate governance of the Company including its strategic direction, financial objectives, and overseeing (or supervision) of control and accountability systems; Input into and approval of strategic plans and goal and performance objectives, key operational and financial matters, as well as major investment and divestment proposals; Appointing and removing the Chief Executive...
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...1. Directors Directors of the company (Encik Zayed and Puan Hashimah) are held responsible and accountable for the problem occurs in Delima Enterprise Sdn Bhd. As a director, they should be familiar with their roles and duties. In addition, they are responsible for keeping proper accounting records which disclose with reasonable accuracy of financial position of the company and ensure that the financial statements are comply with the Companies Act 1965 and approved accounting standards. Encik Zayed and Puan Hashimah tried to negotiate with the Auditor to not qualify the Financial Statements, so terminate the auditor’s appointment and appoint a new auditor that could issue an unqualified audited report, in order to obtain bank facilities. However, a director was prohibit to make improper use of their position to gain directly or indirectly, a benefit for themselves of for any person to cause detriment to the corporation under Section 132 (2) Companies Act 1965. Therefore, they should take initiatives to enhance their knowledge about the accounting standards, provision of the Companies Act 1965 and the operating performance of the company. 2. Finance Executive Prior to Cik Amy’s appointment as Finance Executive, Puan Hashimah was responsible for all finance related matters. Therefore, Puan Hashimah was accountable for the improper keeping of records, lack of internal control and no procedures and financial system were in place. She should administer and monitor the financial...
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...csdeepikas@gmail.com Skype id: deepika.srivastava.cs BRIEF OVERVIEW § § § § An astute and dynamic professional with sharp business acumen. Knowledge in the field of Commerce, Sociology, Law and Company Secretary. Confident to prove myself as a valuable asset to the company by rendering highly qualified professional services. Good listening, communication and interpersonal skills. QUALIFICATIONS § § § § Associate Company Secretary from ICSI – 2009 (qualified in August 2008) LL.B - 2007 M.A. (Sociology) – 2005 B. Com. (with Computer Application) – 2003 MAJOR ASSIGNMENT HANDLED • • • • • • • • • • • • • • • • Drafting of Petition(s) Affidavit(s), Scheme of Arrangement, Form of Proxy, and other related documents for the Merger/ Amalgamation. Handled all the Secretarial aspects of the Merger Drafting and Vetting Hearing submissions, Post hearing Submissions, Rebuttals and various other documents pertaining to International Arbitration. Extensive research work on foreign laws like New York Law, Austrian Law, North Carolina Laws, Delaware Law pertaining To Merger and Amalgamation, Contract Law, Arbitration Law, Company Law Detail study of Tanzania Company Law, South Africa Company Law and Ghana Company Law Pertaining to opening of Branch office by a Foreign Company. Drafting of Opinion on various issues relating to Managerial Remuneration and filing application thereto. Drafting of Opinion on various issues relating to Provisions of write off of export proceeds under...
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...A Delima Company Background Delima Enterprise was founded in 1981 by En Zayed. It conducted trading and supplying related products including manpower supplies to the oil and gas industries. Subsequently in 2004, due to encouraging business growth, the enterprise was incorporated as Delima Enterprise Sdn Bhd. The two principal shareholders and controlling directors were Encik Zayed and Puan Hashimah which are husband and wife. Since 2006, the company has been awarded with several engineering project. In May 2006, the company had secured a contrct worth RM 750,000 to be implemented over a duration of 6 months. Due to shortage of funds, the company has submitted applications to Maybank and CIMB for banking facilities. The banks required the company’s Audited Financial Statements for the last two years. Encik Zayed just realised that the company had not performed the statutory audit . A friend has introduced Encik Zayed to an audit firm , Aziz & Co ( Chartered Accountant ) . Shortly, the audit firm was engaged to perform the audit. Issues Question 1 : Were the are abuses of power in management and breach of fiduciary on the part of directors ? Answer : Yes there are abuses of power by the management and breach of fiduciary duty of director. Fiduciary is an obligation to act in the best interest of another party. According to Section 132 (1A) Company Act stated that a director must act honestly at all times and used all reasonable diligence in the discharge of...
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...HARRIET ADJIERTEH Postal Addres : P. O. Box CS 8774, Tema. Email Address : withrespect1@yahoo.com Date of Birth : 11th June 1934 Religion : Christian Nationality : Ghanaian Marital Status : Single ------------------------------------------------- PERSONAL PROFILE I, Miss Claudia Harriet Adjierteh, have since graduating from the University of Ghana in 2006 with a Second Class Upper in Sociology and Information Studies, worked mainly in the administrative department of two organizations aside doing my National Service and internships in others companies which have all given me rich experience. My personal strengths of honesty, disciplined, confidence, humility and assertiveness have afforded me the opportunity to hold a number of leadership positions such as Vice President and secretary of two religious youth group, Secretary of various committees and a few others elaborated in my Academic Credentials. With the roles carried out in such positions, I have exhibited a great sense of independence as well as contributed effectively as a team player. I am however not able to handle disappointment very well and so I strive to succeed. My ability to communicate well and have good interpersonal relationships with others has contributed to my success during the periods I held leadership positions and also as I carried out my roles in my previous places of work. My computing skills which include knowledge in Microsoft...
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...BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Incorporation of(Name of Close Corporation)A Close Corporation(PURSUANT TO NRS CHAPTER 78A) | (Name of corporation MUST appear in the above heading) ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY - DO NOT HIGHLIGHT . Name of Close 1 Corporation: 2 . Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Noncommercial Registered Agent name and address below ) ( Name Office or Position with Entity ) name and address below ( Nevada eet Address Str City Zip Code Zip Code City ling Address (if different from street address) Mai Na me of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity Nevada . Authorized 3 Stock: number of ( shares corporation is authorized to issue) N umber of sh ares with pa r value: Par valu e per shar e: $ Number of shares without par value: State eet Address Str City Zip Code Name 1) 2) State Street Address City Zip Code Name : . Purpose 6 (optional; see instructions) The purpose of the corporation shall be: State Address City Zip Code X Incorporator Signature Name X Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date I hereby accept appointment as Registered Agent for the above named Entity. 8 Name...
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...order to complete the report will require the use of the following resources: * The library * Textbooks * College notes * www.companieshouse.gov.uk * Relevent government websites 3.0 findings Insolvency is a formal measure used to deal with the companies debts. The initiation or the termination of insolvency must be notified to Companies House Edinburgh on form SE WU01. When a company is declared insolvent the reciever or administrator has a duty to send the Secretary of State for Business, Innovation and Skills, a report on the conduct of all directors who were in the office in the last 3 years of the companys trading. The Secretary of state will then decide whether it is in the public interest to seek a disqualifaction order against a director. The most commonly reported conduct are as follows: * continuing the companys trading when the company was solvent. * Failing to keep proper accounting records. * Failing to prepare and file accounts or make returns to Companies House Edinburgh. * Failing to send in returns or pay to the crown any tax that is due. 4.1 Voluntary liquidation A corporate voluntary arrangement or CVA is” an arrangement when a company makes an agreement with its creditors by proposing a composition in satisfaction of its debts or a scheme of arrangement of its affairs”. In other...
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...TUTORIAL :MEETING PART A H-wan N-wan Bhd is adopting Table A of the Fourth Schedule to the Companies Act 1965 except that proxy shall not be a quorum. Ahya Karim, a newly appointed company secretary, has received a memo issued by the chairman of the company reminding him to carry out board resolutions passed in previous Board meetings. The board meetings were held twice to: a. accept the retirement of Mr. Salmi Roslan as a director. b. authorize advance payment of RM50 000 to director Dato’ Kumar Rajan for official trip to South Korea. c. appoint of Dato Lim Goh Teng as a director to fill in casual vacancy to replace Mr Salmi Roslan. d. propose the retirement by rotation of Tan Sri Ooi Slim Tin and Dato’ Danial Sani Abdullah who agree to be re-elected. e. approve intention of Hafiz Faizal, a shareholder, to remove Mr Saju Kumar and replace him with Miss Rajen Kumaran. f. authorize company secretary to issue share certificate for allotment of 3,000 shares each to Zamani and Salami. g. approve reduction capital of RM0.20 for every existing ordinary share of RM1 each. h. approve the selling of company’s used trucks for RM 55,000 to Mr Bakri Hassan, son of the company’s chairman. i. authorize director to issue new share under Section 132D, Companies Acts 1965. j. approve the Audited Accounts for the year ended 30 June 2009 and the Reports of Auditors thereon. k. approve Directors’ Report and Chairman Statement for 2009...
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...MALAYSIAN CODE OF CORPORATE GOVERNANCE The need for a Code was inspired in part by a desire for the private sector to initiate and lead a review and to establish reforms of standards of corporate governance at a micro level. This is based on the belief that in some aspects, self-regulation is preferable and the standards developed by those involved may be more acceptable and thus more enduring. 1.3 The Code essentially aims to set out principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework. These structures and processes exist at a micro-level which include issues such as the composition of the board, procedures for recruiting new directors, remuneration of directors, the use of board committees, their mandates and their activities. 1.4 The significance of the Code is that it allows for a more constructive and flexible response to raise standards in corporate governance as opposed to the more black and white response engendered by statute or regulation. It is in recognition of the fact that there are aspects of corporate governance where statutory regulation, is necessary and others where self-regulation, complemented by market regulation is more appropriate. 1.5 The impact the Code will have in raising standards of corporate governance can be seen from the experiences of other jurisdictions. To quote the Hampel Committee1, “... it is generally accepted that implementation...
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