Company Secretary

In terms of managing conflicts of interests under the South African Companies Act, 2008, the PFMA and the common law, the Company Secretary can and should play a meaningful role in a variety of areas, which include -

• putting in place a Board Charter or Conflict of Interest Policy in order to ensure that there is information on ethical behaviour and on how declaration of interests are to be managed with details as to the process to be followed;

• inducting new directors, prescribed officers and board committee members and assisting them to understand their fiduciary duties and responsibilities;

• conducting background checks as to previous board appointments or current board appointments of the director concerned;

• playing a proactive role and to assist board members, prescribed officers and board committee members with the submission of their annual declarations;

• remaining alert at all times and checking Sens announcements and media statements as to other appointments or interests of the directors;

• working closely with the chairperson of the Board on matters concerning potential conflicts of interests; and

• as a trusted advisor to the Board, generally playing a proactive role in reinforcing good ethical conduct by all company board members, prescribed officers, board committee members and employees.