3. Role of the Company Secretary in Governance Flashcards
What do sections 270 and 271 of the Companies Act 2006 say?
270 - A private company is not required to have a secretary.
271 - A public company must have a secretary.
What does Provision 16 of the UK Corporate Governance Code 2018 (and 2024) say?
2018 and 2024 - All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board.
What are the four main categories of the role of the company secretary?
G = Governance
S = Statutory and regulatory compliance
A = Advising the board and senior management
C = Being the board’s Communicator.
What responsibilities are included in the Secretary’s Governance role?
Board composition & procedures e.g. having a schedule of matters reserved for the board and formal division of responsibilities, scheduling and assisting in the preparation of board meetings, terms of reference reviews, succession planning, ensuring appropriate insurance cover in place.
Board information, development & relationships e.g. induction, professional development & skills, meetings between shareholders and directors,
