The title of this best practice guide – The Art of Being a Company Secretary – aptly describes this publication. There is a certain art to being a good company secretary. Often this art comes with many years of experience of working intensely with board members and executive management. It comes with having made mistakes, with ongoing learning of how to handle difficult directors, and with building up your ability to navigate the daily challenges of being a company secretary.

The Zondo Commission has brought to light serious allegations of corruption and unethical conduct within state-owned entities (“SOEs”), government departments and the private sector. The Commission further revealed the insidiously corrupt and symbiotic relationship that exists between high-profile players in the private and public sectors. Generally, the Commission has heard evidence implicating high-profile individuals in both sectors, and consequently, trust in corporate institutions has been compromised within society. It has become evident that good governance within these entities has been crippled, making way for grand scale corruption. It is trite legal principle that in every case of corruption there must be a “corrupter” and a “corruptee”, as evidenced by the seminal EOH Holdings Limited (“EOH“) case, discussed in detail herein. This case study, amongst the others detailed in this guide evidence that the private sector is not an innocent by-stander of public sector corruption.

Conflicts of interest occur frequently in the boardroom, and need to be appropriately managed, to ensure compliance with various legislative, governance and compliance requirements companies are subject to. The creation of an ethical culture within companies is paramount to its long-term success. This guide mainly deals with conflicts of interest of a personal financial nature. This guide aims to assist company secretaries to understand conflicts of interest and the processes that need to be adhered to when such conflicts arise. We trust that the use of practical examples will assist in better understanding the theory behind managing conflicts of interest.

Shares and share capital are one of those areas that is sometimes difficult to understand and/or apply in practice. Many queries are received from members in respect of this subject. The technical committee of the CSSA has thus taken the decision to publish this best practice guide on shares and share capital. This guide will look at the general position of shares and share capital in terms of the 2008 Companies Act (Companies Act) and will then discuss the company secretary’s role in regard to shares with some practical examples, where applicable, to assist in understanding the theory around shares and share capital.

With AI being prominent in debate in the workplace, it is important to understand the meaning of AI and how it could impact our work environment. Company secretaries fulfil a vital role within an entity as the trusted adviser to the board, and AI will likely be seen to enhance the company secretary’s functions to allow more time to focus on complex issues and tasks.

This guide is the outcome of a project undertaken by the Institute of Chartered Secretaries and Administrators (ICSA) Thought Leadership Committee in collaboration with CSSA and other ICSA divisions to develop a comparative analysis of global best practices in minute taking following an earlier ICSA research into the topic, and to identify practical suggestions for the minute taker. The aim is to provide global guidance on good practice, to reflect the reality of modern market practice on a cross-sectoral and cross-cultural basis.