Experience isn’t expensive, its priceless!
Since 1 March 2015, iThemba has become a part of EOH
Our Services
Statutory & Secretarial Services
No company in South Africa’s complex business environment can be without the services of a qualified and experienced company secretary. With iThemba offering the best outsourced solutions to this role, you can focus on operational matters, knowing that the myriad of compliance requirements are in professional and capable hands.
Company secretarial services
iThemba can act as, or assist, the company secretary on an outsourced basis to fulfil duties and responsibilities effectively. iThemba is responsible for the company secretarial and corporate governance duties of a number of listed, unlisted (private and public sectors) and specific BEE companies.
Meeting Management
iThemba provides the full spectrum of board and shareholders meeting services, including attendance documentation, minutes, annual work plan and governance policies and practises.
Training
iThemba assists with the training of directors on their duties and liabilities, effective board governance, effective meetings, company secretary training, Companies Act 2008.
Governance Support & Guidance
iThemba provides company directors on their powers, duties and responsibilities, ensuring full compliance with the recommendations of King III and International Best Practice.
Statutory Support
iThemba assists in maintaining statutory records for private, public, incorporated and non-profit companies. This includes drafting and preparation of all resolutions and relevant documentation required, including lodgement of annual returns.
Consulting and Advisory Notes
iThemba provides practical and value adding opinions on all matters related to corporate compliance and proper governance.
Board Assessments
Getting the right board in place and making sure it works effectively are fundamental to good governance. An effective board is crucial for a company to develop and maintain its position in the market and to enhance shareholder value. One of the vital ingredients in achieving this is the regular assessment by a board of its own performance.
The King Report on Corporate Governance for South Africa, 2009 (“King III”) reads as follows – par 109:
“Improved board performance and effectiveness can be achieved through regular and timely appraisals of the board.”
Will Philips (author of “Handbook for Deputy Directors”) has the following to say about board assessments:
“Recent research in the non-profit arena at the University of Kansas and in the corporate sector has been reported in the Harvard Business Review both conclude that boards that assess themselves regularly perform better than those that do not. No other factor is as closely correlated in its presence with good governance or in its absence with poor performance.
Research proves the best boards critically examine their institution, their decisions and themselves. They operate in a climate that challenges all assumptions and ideas. No question is taboo. Respectful dissent is an obligation, not an option. This reflects a commitment to finding the truth. The best boards are not guided by being nice, polite and agreeable. To this end they regularly critique themselves. And this very activity, when done with integrity is the single most powerful tool for the board’s improvement.”
The objective of an independent evaluation is therefore to:
- ascertain the effectiveness of the board; and
- identify major areas of weakness in relation to operation and/or the relative skills mix and other considerations for effectiveness.
The methodology followed includes:
- The assignment will be launched with a written briefing to the board and board committees to:
- describe the effectiveness of the board; and
- describe the actions that will be undertaken in accomplishing those objectives.
- Questionnaire and/or interviews with individual board and board committee members. The exercise will be conducted by way of an appropriate questionnaire being provided to board and board committee members by way of a web-based tool and completed questionnaires being submitted for processing purposes. Depending on the client’s instructions, the completion of the questionnaires is followed up by a one-on-one interview with each individual director.
- Analysis of submissions.
- Written feedback report.
- Presentation to board.
» Download the Board Assesment Brochure
Memorandum of Incorporation
The Companies Act, no. 71 of 2008 (“the Act”), has changed the way that companies will be incorporated in future. To register a company the required number of people must complete a Notice of Incorporation and register a Memorandum of Incorporation (MOI). The Memorandum of Incorporation replaces the previous Articles and Memorandum of Association. The Memorandum of Incorporation is defined as a document that sets out the rights, duties and responsibilities of shareholders, directors and others within a company, and by which a company is incorporated in the Act or a pre-existing company was structured before the date that the Act comes into operation.
All companies are required have an MOI and only certain issues can be changed as identified in the Act. Under the new Companies Act, 2008 all companies must convert their existing “Memorandum and Articles of Association” to a “Memorandum of Incorporation (MOI). Companies have until April 2013 to adopt a new Memorandum of Incorporation (MOI). After this date, the provisions of the Companies Act of 2008 will override the content of the old memorandum and articles of associations, as well as the shareholders’ agreement.
iThemba can assist you to amend, convert or create a MOI. With the necessary expertise and support, iThemba is ideally positions to assist companies and groups of companies with this process.
JSE Requirements Services
- Liaison with transfer secretary and sponsor
- Facilitate publication of all required SENS announcements, including changes to board of directors, director trading in shares and cautionary and other announcements
- Facilitate submissions of documents to the JSE
Governance Assessments
iThemba offers the service of assessing the prevailing level of corporate governance in the organisation, followed by reporting, recommendations and re-assessment after recommendations have been implemented. For listed companies this is an ideal way of addressing the JSE requirements on corporate governance reporting.
