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UNDERSTANDING CORPORATE GOVERNANCE
Corporate governance is crucial for the success and sustainability of any organization. It ensures that a company's management acts in the best interest of the company and its shareholders while considering the interests of other stakeholders, such as employees, customers, suppliers, and the community. Company directors, corporate officers, and the company secretary each play distinct and essential roles in ensuring that the company complies with laws and regulations, operates ethically, and strives for success. These key individuals contribute to building a solid and reputable company by understanding and fulfilling their respective responsibilities.
One of the essential requirements for a company is to appoint individuals who will occupy statutory positions. Besides the shareholders who own the company, private companies must have at least one director and some countries also require a company secretary.
WHAT IS THE ROLE OF THE SHAREHOLDER?
A shareholder, also known as a stockholder or equity holder, is an individual, organization, or entity that owns shares or stock in a company. A shareholder is a (partial) company owner with certain rights and privileges associated with their ownership stake.
Company directors play a crucial role in corporate governance. They are responsible for making strategic decisions, overseeing the company's operations, and ensuring it complies with all legal and regulatory requirements.
WHAT ARE THE DIFFERENT TYPES OF COMPANY DIRECTORS?
There are two main company directors types: executive and non-executive.
Executive directors are usually involved in the company's day-to-day management and may hold positions such as CEO, finance director, or sales director.
On the other hand, non-executive directors do not have any managerial responsibilities and are typically independent advisors to the board.
WHAT IS THE ROLE OF THE COMPANY DIRECTOR?
A company director, also known as a board member or executive director, is an individual elected or appointed to serve on the board of directors of a company. The shareholders usually elect directors, and directors appoint the company secretary (if such is required).
The directors usually (by default) represent the company from a legal and judicial perspective unless a different person is specifically appointed.
WHAT ARE THE RESPONSIBILITIES OF THE COMPANY DIRECTOR?
Directors have fiduciary duties and statutory obligations that they must fulfill.
They must act honestly in good faith, with reasonable care, skill, and diligence, and in the company's best interests. Directors must declare any direct or indirect interests they have in a proposed transaction or arrangement with the company. Additionally, directors must avoid conflicts of interest and act in a way that promotes the company's success.
Directors of a company shall promote the well-being of the company and are responsible for the following:
Besides ensuring that the company’s books are kept in order, directors also have responsibilities relating to board meetings and general meetings, as well as other duties relating to accounting and financial statements, such as keeping the prescribed commercial books, profit and loss account and balance sheet.
CAN THE COMPANY DIRECTOR BE HELD PERSONALLY LIABLE?
Yes, directors can be held personally liable for acts of the company in certain instances, primarily in the context of wrongful trading and fraudulent trading. Directors need to exercise maximum caution and ensure that all their actions are in the best interest of the company's well being. Different laws envisage disqualification orders, liability in tort, criminal liability and administrative fines for other acts and omissions for which a director can be held personally liable.
WHO CAN BE THE COMPANY DIRECTOR?
A company's director(s) can usually be a natural person or a corporate body. This may differ according to the country of registration and the company’s activities.
Elevate your business and benefit from our expertise by appointing us as directors of your company. With our comprehensive services, we will seamlessly manage all legal, administrative, financial, bookkeeping, and compliance matters on your behalf. Our skilled and dedicated team ensures that all tasks are handled with precision, care, and efficiency, freeing you to focus on your business's operational aspects and developmental needs.
Let us streamline your business responsibilities while you drive its growth and success.
We provide directorship services, either via a company or through an individual, depending on your setup and the company's country of registration.
If you appoint us as directors, it is of the utmost importance that:
WHAT IS THE ROLE OF THE COMPANY SECRETARY?
A company secretary (or Corporate Secretary) is a senior administrative professional who supports and guides the board of directors and ensures compliance with legal and regulatory requirements.
They maintain the company's records, update registers, and handle administrative tasks related to company structure or business changes.
WHAT ARE THE RESPONSIBILITIES OF THE COMPANY SECRETARY?
The responsibilities are mainly administrative and include the following:
WHAT ARE THE QUALIFICATIONS OF THE COMPANY SECRETARY?
The qualifications for a company secretary vary depending on the country and jurisdiction. In some places, a person must meet specific educational and professional requirements to be appointed as a company secretary.
IS IT OBLIGATED TO APPOINT A COMPANY SECRETARY?
It depends on the local requirements. In some jurisdictions, a company secretary must be appointed for the company to be operational and in good standing
CAN THE COMPANY SECRETARY BE HELD PERSONALLY LIABLE?
As with company directors, the company secretary can also be held personally liable for certain actions, especially if they fail to fulfill their administrative responsibilities adequately.
This depends on the country of registration, making this role relatively exposed for the individual handling this responsibility. Therefore, company secretaries must ensure constant and comprehensive oversight of the company’s activities to limit their exposure to personal liability.
We offer the option to appoint us as your company secretaries or utilize our comprehensive company secretarial services. Our role is to ensure that your company remains in good standing and fulfills all regulatory requirements, allowing you to concentrate on your core business operations. With our dedicated support, you can confidently navigate the regulatory landscape while focusing on growing your business.
We provide company secretary services, either via a company or through an individual, depending on your setup and the company's country of registration.
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