Chapter 1 - The role of a company secretary Flashcards
Which of these cannot be appointed as a company secretary of a public company?
Company Secretarial Manager of the company’s auditors.
A chartered secretary.
An unqualified compliance officer.
Company Secretarial Manager of the company’s auditors and an unqualified compliance officer.
Which of these cannot be appointed as a company secretary of a private company?
Company Secretarial Manager of the company’s auditors.
A chartered secretary.
An unqualified compliance officer.
Company Secretarial Manager of the company’s auditors.
What is the basis of a company secretary’s executive authority?
Employment Contract
Why are there two appointment forms for a company secretary - Forms AP03 and AP04?
Form AP03 is for the appointment of a natural person.
Form AP04 is for the appointment of a corporate company secretary.
Are there any benefits for a sole director appointing a 3rd party as a company secretary rather than themselevs?
The same person cannot sign documents in both capacities and so where two signatories are required, such as on deeds, they would need to either appoint an authorised signatory or have independent party witness their signature.
Does the removal of a company secretary also terminate their employment contract?
Only if their contract stipulates that they are specifically employed as company secretary.
The Governance Code recommends that the company secretary report to two people.
Who are they and for which aspects of the company secretary’s role would each have oversight?
The Chairman of the board in respect to governance issues and the CEO in respect of executive matters.
Who is authorised to convene meetings of the directors?
Any director may convene a meeting or request the company secretary to do so.
How might minutes of directors’ meetings differ between a regulated and unregulated company?
Minutes of a regulated company will often be more detailed and contain details of challenges, reviews and reports in the decision making process
Is it good practice to permit directors to amend meeting minutes to reflect what they meant to say?
No
Can companies print documents in very small ‘fine print’?
Documents must be legible with the naked eye.
Can companies unilaterally decide to issue their report and accounts by email only to their members?
No. Consent is required and members can elect to receive a hard copy.
A company has developed its own secure encrypted web technology which requires anyone using the service to pay an annual subscription. Can the company use this platform to make its annual report and accounts available to its members?
No. Copies of the report and accounts must be available free of charge when made available on a website.
