1. The role of the company secretary

Question 1

What is the role, functions and duties of the cosec?

Answer 1

The Board:

1. Advising on governance matters
2. Supporting the board with policies, processes, info, time and resources
3. Ensure proper procedures
4. Facilitating induction, training and professional development of the board

The Company:

1. Ensuring info flows between the board and the co
2. Compliance with legislation and codes

The Shareholders:
1. Primary source of contact for shareholders

Question 2

How has the role of the Company Secretary developed over the years?

Answer 2

1887 - mere servants
1948 - Officers of the company. CA1948. Requirement for all companies to have a CoSec
1971 - Panorama Developments V Fidelis. Chief Administrative Officer, can sign administrative contracts Lord Dennng: Cosec much more important person than in 1887
1992 - Role of cosec in good corporate governance recognised by Adrian Cadbury
2006/2008 - The need a Cosec in private company was repealed.

Question 3

Who cannot be appointed as cosec?

Answer 3

Auditors, employees of auditors

Question 4

What is the process for appointment and vacation of the office of company secretary?

Answer 4

Appointment:
On incorporation: Specify the CoSec’s details and their particulars on the IN01 form (appointed by virtue of being the person named as CoSec in form IN01)

Any other time: According to the company’s Articles and S.275-278 of CA2008, director’s resolution. Then file AP03 (natural person) AP04 (Corporate)

Removal:
Removal: resolution/majority vote of the directors, subject to the terms of service contract. File TM02 with CH within 14 days and then update the register of CoSecs (s.276-277), and update bank mandates.

Resignation: File TM02 with CH within 14 days, update register of CoSecs (s.276-277), update the bank mandates.

Checklist for appointment:
Qualifications (if co is public)
Resolution of directors
Consent to act
Update register of secretaries
Bank mandate 
Service contract
Inform D&O
Copies of LR, MAR, DTR

Question 5

Relationship with the chair and directors:

Answer 5

Report to chair on all governance matters
Appointment and removal is a matter for the whole board, as is remuneration
Establish policies, processes, info, time and resources
Ensure all board procedures are complied with
good communicatiton flows within the board, committees, senior management and non-execs
Induction of directors, board training, cpd
ensure board has access to professional advice
review corp govern, initiate improvements

Question 6

What are the functions of the Company secretary as an adviser to the chair and directors?

Answer 6

Cosec must take proactive and central role in governance
Compliance duties, statutory registers, filings minutes
non-fin info for annual report etc

Question 7

Dissemination of information and decisions:

Answer 7

Before the board meeting
Prepare agenda and agree agenda items
Ensure documents and reports are available within deadlines
Ensure the board pack is compiled and distributed
Ensure execs in meeting for the relevant parts of the meeting
Ensure that the meeting is quorate and note any conflicts of interest
Be familiar with the process for declaring and handling conflicts of interests

During the board meeting
Note the attendees
Note if anyone leaves and when
Minute taking
Note any dissenting views
Ensure rules within the articles in relation to meetings are adhered to
Ensure that meeting attendees are available on time
Make a note of votes, for, against and abstention
Ensure any confidential papers are removed for the room (if physical/hybrid meeting)
Advice on points of procedure (check the standing orders)

After the board meeting
For public companies, RIS should be notified of any events such as dividend, half-yearly figures etc
Prepare the minutes
Track actions
Ensure deferred items are noted and carried over

Question 8

What are the particulars of the communication with shareholders and other stakeholders?

Answer 8

Delivery of documents/info TO a company should be sent to:
Registered office
Address for a specific purpose
Alternative address per CA2006

Delivery of documents/info FROM a company should be sent to:
Registered office
Address for a specific purpose
Alternative address per CA2006
To a member/director at their address as per the register of members/directors

Electronic means
If recipient has given consent to receive documents by electronic means

Question 9

What are deemed delivery periods?

Answer 9

Hard copy - 48 hours after posting provided envelope was properly address
Electronic – 48 hours after send providing proof is obtained
Website – as soon as published

Question 10

What are the provisions for delivery of documentation and info by company?

Answer 10

Default method - hard copy
Electronic copies may be sent only if the recipient has consented
Website communication is only permitted where the recipient has has given general consent or is deemed to have done so
Hard copies must be available free of charge

Authentication requirements:
Hard copy - Signed on behalf of the sender
Electronic – identifies the sender