Board Meetings

• Coordinating the company’s formal decision making and reporting process;

• formulating meeting agendas with the chairman and /or the chief executive;

• attending meetings and taking minutes;

• maintaining minute books;

• certifying copies of minutes; and

• ensuring that correct procedures are followed.

General Meetings

• Obtaining internal and external agreements to all documentation for circulation to shareholders;

• coordinating the administration and attending of meetings and taking minutes; and

• ensuring that correct procedures are followed.

Company Constitution

• Ensuring that the company complies with its constitution; and

• drafting and incorporating amendments in accordance with the correct procedures.

Statutory Registers and Books

• Maintaining statutory registers.

Statutory Returns

Updating ACRA on:

• any changes in the director(s) of a company or particulars relating to director(s);

• changes to a director’s name or residential address;

• removal from office in accordance with the Act or constitution;

• disqualification from holding office;

• appointments/resignations/deaths;

• annual returns;

• change of company name;

• adoption, alteration and revocation of constitution;issue of shares;

• any other changes that requires updating with ACRA.

Report and Accounts

• Coordinating the publication and distribution of the company’s annual report, accounts and interim statement; and

• the preparation of the directors’ report.

Share Registration

• Maintaining the company’s register of members;

• assisting with transfers and other matters affecting shareholdings; and

• attending to the queries and requests from shareholders.

Shareholder Communication

• Communicating with the shareholders (i.e. through circulars);

• payment of dividends and interest;

• issuing documentation regarding rights and capitalization issues;

• general shareholder relations; and

• relations with institutional shareholders and their investment protection committees.

Shareholder Monitoring

• Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and

• making inquiries of members as to beneficial ownership of holdings.

Share and Capital Issues, Transfers and Restructuring

• Implementation of changes in the structure of the company’s share and loan capital and devising; and

• implementing and administering directors’ and employees’ share participation schemes.

Acquisitions and Disposals

• Participating as a key member of the company team to implement corporate acquisitions and disposals;

• protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.

Corporate Governance

• Reviewing developments in corporate governance; and

• advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.

Non-Executive Directors

• Acting as a channel of communication and information for non-executive directors.

Company Seal

• Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.

ACRA Compliance Alert & Reminders

• Beaufort will notify you on filing deadlines and ACRA annual compliance matters in a timely manner.