Chapter 1: The Role of the Company Secretary Flashcards
When must a PRIVATE company appoint a secretary?
If the articles require it.
What should the secretary do before executing any document?
Take care, and seek professional advice if needed.
Can the company secretary bind the company?
Yes, they have ostensible authority for contracts relating to administration, stationary etc.
What was proven in Panorama Developments v Fidelis Furnishing Fabrics 1971?
The CoSec may bind the company (hired a car).
What are the CoSec’s responsibilities?
- meeting administration (agendas, papers and minutes)
- AGM administration
- compliance with Articles
- compliance with listing requirements
- maintaining statutory registers
- file statutory returns
- custody of the common seal
- shareholder engagement
- many others!
What information does the CoSec circulate to members and investors?
- circulars and other notifications
- changes in board composition
- investment advertisements
- annual reports and accounts
- notices of meetings
- proxy appointments
What measures might a CoSec take to ensure that compliance obligations are not overlooked?
- establishing and maintaining checklists
- preparing detailed timetables
- using specialist software for registers etc
- using up to date reference material
- acting promptly after an event
- hold regular team meetings (if a team of CoSecs)
How should a CoSec be appointed or removed?
By decision of the board (UKCGC 2016)
How should Companies House be notified of a change of secretary?
Form AP03
How quickly must Companies House be notified of a change of secretary?
14 days
What is the process for appointing a secertary?
- resolution passed at board meeting
- employment contract executed
- form AP03 filed with registrar within 14 days
- entry made in register of directors and secretaries
- bank notified of new appointment
- induction carried out
- CoSec included in indemnity and liability insurance policy
What form must be filed for a departing secretary?
TM02, within 14 days
To who should the CoSec report?
To the whole board for core duties.
To the CEO or another officer for non-core duties.
Who should decide the CoSec’s remuneration?
The whole board.
Which ICSA guidance note concerns the CoSec’s duties?
Duties and reporting lines of the company secretary (2013)
