GEN - General - Consultation process on proposed changes to Listings

GEN - General - Consultation process on proposed changes to Listings            
Requirements regarding company secretaries                                      
As  part  of  the process of implementing our Listings Requirements relating  to
financial  directors ("FD"), it has come to our attention that several companies
have  a joint company secretary and FD. This scenario could classify the  FD  as
part  time  which  is prohibited in terms of paragraph 4.8(b)  of  the  Listings
Requirements.  The existing Listings Requirements is also silent  on  a  company
secretary also fulfilling another executive director role.                      
King  III  highlights the very important role of the company secretary  with  an
arms  length  relationship  with  the board  and  the  Companies  Act  makes  it
compulsory for companies to have one.                                           
The  JSE  is therefore considering an amendment to the Listings Requirements  so
that  company secretaries, who must be appointed in terms of the Companies  Act,
cannot  be a director (in any capacity) of the company. This does not mean  that
the  company secretary must be a full time employee of the company. In fact,  it
may  in  be  necessary and advisable to contract with an external  company  that
provides  Company  Secretarial  services,  in  order  to  secure  the  necessary
expertise.  We  are  proposing  that  the  Listings  Requirements  will  have  a
reasonable transitional period for existing listed companies, with an  effective
date of 1 January 2013.                                                         
The proposed Listings Requirements are available on the JSE`s website and       
interested parties are invited to submit their comments by no later than 18     
November 2011. Comments can be submitted electronically to thandekam@jse.co.za. 
17 October 2011                                                                 
Date: 17/10/2011 08:55:35 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.