Co Sec Duties Flashcards
What duties does a co sec perform at the meeting?
1) make square directors sitting in right place with correct name badge
2) make certain all members or proxies are correctly registered when they arrive and identity check
3) ensure quorum is present throughout
4) sit close to chairman to advise him on procedural points
5) assist chairman/tellers on counting the votes both on a show of hands and if a poll is demanded if it is taken at once. If there is a controversial motion co sec should have prepared for this eventuality. Chairman can refuse a proposition to revoke a poll.
What duties does a company secretary need to perform before a meeting?
1) availability of directors
2) suitable venue and size, consider if likely to be controversial motions, common law allows for meeting to be held in multiple locations at the same time as long as facilities good enough for everyone to participate. Long table names I. Front of directors
3) microphone if needed
4) practicalities like lunch, disabled access
4) lobby area for registration.
5) facilities depend on size and type of meeting
6) make sure adequate numbers or signed audited accounts and directors reports are available
7) ensure members have lots of notice, icsa code of practice says 20 days and combined code for listed companies requires 20 days. Includes skeleton agenda
8) prepare proxy forms for dispatch and check returned forms
I) check against register
Ii) completed correctly
Iii)bring proxies to the meeting suitably organised for, against, vote withheld. Deadline usually 48 hours before.
9) prepare ballot papers in the event of a poll
10) clear and logical agenda to be prepared
11) prepare detailed chairmans agenda to include
I) info about each res such as contents of accounts
Ii) procedural info eg if a poll is required
Iii) indicate degree of opposition and no of proxies
Iv) appointment of auditors or chairmans appointment not done by chairman, arrange shareholder
12) attendance register, name cards for directors
13) press announcements and consider whether invited photos allowed etc
What duties does a co sec perform after a meeting?
1) send signed copies of any special resolutions passed to the register within 15 days
2) transcribe the proceedings and promptly write minutes. Ca 2006 s385 requires this within 14 days
3) make proper arrangements for a dividend to be paid
4) complete the procedures for the application of any resolutions passed such as appointment of directors and send statutory forms to companies house
What deities does a co sec need to do if a co is listed?
1) inform the stock exchange be means of regulatory information service
2) make certain proxy votes are available for inspection both electronic and hard copy.
3) if a poll has been held the result should be made clear to the stock exchange and placed on company’s website (ca2006 s341)
4) the combined code for listed cos requires notice to be sent 20 working days in advance
4)
What is the procedure for dealing with disturbances at meetings?
1) ASK that shareholder disassist from disorderly behaviour
2) if the shareholder ignores request WARN them if they persist they will need to leave
3) ask them to leave the meeting
4) if shareholder refuses
5) instruct stewards to eject with minimum force
What two cases can be used to demonstrate the co sec duties at meetings?
Byng versus London life 1989
Room not big enough. Separate rooms with A/V setup. AV failed so people tried to barge the main room. Decision was the chairman had the residual power to adjourn the meeting but it should have been for an hour or so so the proceedings of the afternoon meeting were declared invalid.
Jackson v Hamlyn 1953
Resolution to adjourn this put the meeting and carried on a show of hands. A poll was then demanded. Since the company had limited use of the room the chairman announced that if the poll was against adjournment he would hold the meeting the following week. The decision was that the chairman acted correctly and adjourned meeting would be a continuation of the original meeting.
