Corporate Services // Secretariat
 
 
 
Secretariat
 

Secretariat primarily provides a service in the areas of statutory and meeting administration as well as corporate governance.
 
It is also responsible for shareholder administration and general executive support that includes providing guidance to directors and executive management on their rights and obligations in terms of relevant corporate laws and regulation, as well as governance support to the board of directors and board committees.

During the past year, the secretarial environment saw the publishing of the new Companies Act (2008) which is set to replace the existing Companies Act (1973) mid 2010. In addition, the third King Report on Governance for South Africa (incorporating a Code of Governance Principles) was released in September 2009 and will come into effect in March 2010.
 
Achievements during the review period were mainly governance and compliance related. Amongst others, Secretariat:
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Carried out a first phase forward looking assessment of the governance structures in the JD Group to determine the status of compliance with the regulatory and governance provisions ensuing from the new Act and King III.
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Initiated and assisted with the establishment and staffing of a Legal and Compliance function for the Group.
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Assisted with revamping and implementing a new generation share appreciation rights scheme and assisted on an ongoing basis to improve the governance, administration and communication of the Group's share schemes.
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Moved the Group's sensitive statutory records (such as securities, share certificates, minute books, agreements, etc) to a secure on-site fire-proof/water-proof environment.
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Renewed the look-and-feel of the board and board committee documentation.
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Further developed the existing skills within Secretariat to enhance service delivery in respect of legislation, compliance and the management of statutory records.
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Assisted with the production of the 2009 annual report.
 
In the year ahead, a second-phase assessment of the Group's governance practices will be conducted to ensure a troublefree implementation of the new Companies Act and King III. Specific action plans will be implemented to address the Group's identified governance shortcomings ensuing from the aforementioned two governance assessments.

Also earmarked for attention but dependant on the successful sourcing and implementation of an appropriate scanning solution for the Group, is the migration of all statutory and other records into an electronic filing format to enhance record keeping and to save costs. The liquidation and deregistration of redundant and non-operating entities will receive ongoing attention.
 
 
Secretariat
 
  Johann Pieterse (54)
  BA, BCom (law)
  Company Secretary – 23*
   
*  Years experience in company secretarial / legal practise