1.Role of the Company Secretary

Question 1

What type of company needs to appoint a company secretary?

Answer 1

All public companies must appoint a company secretary, private companies may choose not to appoint a company
secretary (sections 270 and 271, Companies Act 2006 (the Act or CA2006)).

The option for private companies not to appoint a company secretary was one of a series of de-regulating measures brought into force by the Act with effect from 6 April 2008

Question 2

Where can the company secretary be traced back to?

Answer 2

The office of the company secretary can trace its roots back to the Joint Stock Act 1856 (JSA1856)

Question 3

In a court case in 1887 what did the Master of the Rolls, Lord Esher, state about a company secretary?

Answer 3

That ‘A [company] secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all.

Question 4

When did we start to see changes where the Company Secretary role needed to be carried out by a qualified person?

Answer 4

In the Companies Act 1980 a requirement was introduced for company secretaries of public companies to be a member of one of the specified professional bodies or qualified by relevant experience.

Question 5

What is the report - Financial Aspects of Corporate Governance, issued in 1992 better known as?

Answer 5

The Cadbury report - issued by a committee chaired by Adrian Cadbury.

Question 6

What happened in 2006 that was thought of as a backward step for the role of the company secretary?

Answer 6

As part of the programme to deregulate private
companies in the general review of Company Law, the Companies Act 2006 saw the position of the company secretary become optional for private companies.

Question 7

Who can be appointed as a Company Secretary?

Answer 7

A natural person or a corporate body.

Question 8

What can you do if office of company secretary is vacant or there is no company secretary capable of acting?

Answer 8

Appoint a deputy or assistant company secretary.

Question 9

Where is the company secretary

recognised as a responsible officer in legislation?

Answer 9

The Taxes Management Act 1970, the Trade Descriptions

Act 1968 and the Unsolicited Goods and Services Act 1971

Question 10

What do companies incorporated before 1 October 2009 base their Articles on?

Answer 10

On the previous Model Articles set out in

Companies (Tables A to F) Regulations 1985 (Table A) and which remain in force.

Question 11

What three principal categories encompasses the role of the Company Secretary?

Answer 11

The Board, The Company and The Shareholders.

Question 12

What is a broad description of the role that the Company Secretary carries out for the Board?

Answer 12

The company secretary should ensure that proper board procedures are in place and are adhered to, and that all
relevant papers are circulated to board members in advance of meetings. They should also provide practical support and guidance, particularly to non-executive directors, and monitor and guide the company’s corporate governance policies.

Question 13

What is a broad description of the role that the Company Secretary carries out for the company?

Answer 13

The company secretary should ensure the company’s compliance with relevant legislation and codes of conduct specific
to the company’s business activities. The company secretary will often provide a central source of information to the
board and senior executives

Question 14

What is a broad description of the role that the Company Secretary carries out for the shareholders?

Answer 14

The company secretary is often the primary point of contact for shareholders and institutions, particularly in matters
related to corporate and environmental governance

Question 15

What qualifications does the Company Secretary of a Private company require?

Answer 15

The company secretary of a private company need have no professional or other qualification nor have any previous
experience.

Question 16

What qualifications does the Company Secretary of a Public company require?

Answer 16

In the case of a public company CA2006 s. 273 provides that the directors must take all reasonable steps to ensure that the company secretary is a person who appears to have the knowledge and experience necessary to discharge the functions of company secretary, and who also meets the qualification requirements laid down in that section.

Question 17

List the four categories of persons who are automatically deemed to have the relevant qualifications to be
appointed as company secretary of a public company?

Answer 17

*a barrister, advocate or solicitor, called or admitted in any part of the UK;
*a member of the following specified professional bodies: The Chartered Governance Institute, Institute of Chartered Accountants in England and Wales (ICAEW), the Institute of Chartered Accountants of Scotland (ICAS), the Association of Chartered Certified Accountants (ACCA), the Institute of Chartered Accountants in Ireland (ICAI), the Chartered Institute of Management Accountants (CIMA) or the Chartered Institute of Public Finance and Accountancy (CIPFA);
*a person who by being a member of any other body or having held any position appears to the directors to be
capable of discharging the functions of the company secretary; and
*a person who, for at least three of the five years immediately preceding their appointment as company secretary, held the office of company secretary of another public company.

Question 18

Who is prohibited as being appointed as a Company Secretary?

Answer 18

The auditor of a company and any employee of the auditor may not be appointed as company secretary.

Question 19

What is the process that needs to be taken to appoint a Company Secretary?

Answer 19

The company secretary may be appointed with effect from the date of incorporation by virtue of being the person named as company secretary on Form IN01 (not obligatory for a private company), and is deemed to have been appointed as the first company secretary of the company (CA2006 ss. 12 and 16). For more information on the incorporation process, see Chapter 5.

In all other cases and whether the appointment is as company secretary to a public or private company, the appointment is made by the directors in accordance with the provisions of the Articles and CA2006 ss. 275–8.

Question 20

What needs to be considered in a checklist to appoint a company secretary?

Answer 20

• Check appropriate qualifications (private/public)
• Written resolution or decision made at directors meeting to appoint
  *The appointee should formally consent - required to
  confirm on Form AP03 or AP04 that the appointee
  has consented.
  *The particulars relating to the new company secretary must be entered in the company’s register of secretaries within 14 days of the appointment (CA2006 s. 276).
• Bank signatory
• Make announcement of the appointment
• Draw up a formal service contract company
  secretary.
• Update insurance policy if covering officers of the
  company
• In the case of a company with publicly traded
  shares, the company secretary should be supplied
  with the company’s rules governing transactions in
  its securities, if any, which should comply with the
  terms of the Market Abuse Regulations (MAR),
  Disclosure & Transparency Rules (DTR), Listing Rules
  (LR), if listed, and the rules of the relevant exchange.