The Company Secretary, Prescribed Officers

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Question 1 1.1 Shareholders, directors, the company secretary, prescribed officers. Employees, trade unions, other representatives of employees, suppliers of goods or services and employees of such suppliers Mr Rafael, Mr Sprinter, Ms April, Mr M Angelo and the rest of the employees (excluding Mr Donatello) will enjoy protection in terms of section 159 of the Companies Act if one of them were the “whistle-blower” and it is established that none of them knew about the matter beforehand. However, a person’s protection in terms of “whistle-blowing” is subject to other stipulations as outlined in the Protected Disclosures Act, 2000. To conclude, Mr Rafael will be protected in terms of this section as he reported the matter correctly, in…show more content…
He might also have duties (if stipulated) with regard to the annual return, in terms of Section 33 of the Companies Act. The procedures with regard to the resignation and removal of a company secretary differ. If Mr Rafael resigns from his position he has to provide the company with a one month written notice, unless the board gives their consent to less than one month written notice. 1.3 i) Turtles (Pty) Ltd has a public interest score of 272 as the public interest score (Regulation 26 of the Companies Act) is calculated by taking the turnover (120 points), average number of employees (100 points), third-party liabilities (50 points) and security holders into account (2 points). 1.3 ii) In terms of Section 29 and 30 of the Companies Act, Turtles (Pty) Ltd has to have its annual financial statements audited for the year under review as the public interest score is at least 100, less than 350 and the financial statements are internally compiled (one can assume this due to the company having an audit committee). As the financial director of the company is responsible for drawing up the financial statements and he did not perform his function as director in good faith and to the company’s best interest (in accordance with section 76 of the Act by bribing representatives of the local municipality), the accuracy of

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