Officers & Meetings Flashcards
What does a company secretary do?
Performs an admin role, deals with official correspondence on behalf of the company, maintains the company registers and makes sure all administrative obligations impose under the company acts are met
What does s 271 state?
Every public company must have a qualified company secretary
What does s 270(1) state?
The appointment is not compulsory for private companies although many will appoint one
Who is the secretary usually appointed and removed by?
The directors
How qualified should a secretary of a public company be?
Held office as a plc company secretary for 3 of last 5 years, or qualified as a solicitor, advocate, or member of ICAEW, ACCA, CIMA, ICSA or CIPFA
Does the secretary have any duties?
They don’t have any prescribed duties so the duties will be whatever the board decides
What type of duties would a secretary typically do?
Make returns to the registrar, give notices of and take minutes at meetings, countersign documents to which the company seal is affixed
Does the secretary have power to bind the company?
Yes
What types of authority does a secretary have?
Express - expressly granted by the board, and implied - regarding contracts of an administrative nature
What qualifications must the company auditor have?
Must either be a member of a recognised supervisory board and eligible under their rules or qualified by a similar overseas body and authorised by the Department for Business, Innovation and Skills
What must the auditor not be?
An officer or employee of the company (must be independent), or the partner of an officer or employee of the company
Who are auditors generally appointed by?
The shareholders by ordinary resolution, but the directors can appoint the first auditor and fill casual vacancies between appointments
What must a company inform the Secretary of State?
If it fails to appoint an auditor within 28 days of circulating its account, and in that case, Secretary of State has power to appoint an auditor
How can a company qualify for total audit exemption?
Must have turnover of not more than £6.5m and have gross assets not more than £3.26m
Can an auditor resign at anytime?
Yes, by giving written notice to the company
What is the company required to do if an auditor resigns?
Inform the Registrar, and failure to do so is an offence
When is an auditors resignation effective?
From date delivered to the company’s registered office or a later date and must be accompanied by a s 519 statement
What does s 519 state?
A departing auditor is required to make a statement and to deposit it with the company
What should the auditors statement include?
Must explain the circumstances surrounding his/her departure
How can an auditor be removed?
By ordinary resolution, which must be passed at a general meeting
What must the company do in regards to the ordinary resolution for an auditor?
Must send a copy of the resolution to the auditor, and he has the right to make a statement of his case
Notice of the resolution to removed the auditor must be sent to the Registrar within how many days?
14 days
What is the duties of the auditor?
They have a statutory duty to report to the members on whether the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act and the relevant financial reporting framework
What must auditors investigate and form opinions on?
Proper books of accounting records have been kept, proper returns, adequate for the audit, have been received from branches not visited by the auditor, the accounts are in agreement with the books of account and returns, and the information given in the director’s report is consistent with the accounts
What happens if the auditor is dissatisfied with the findings of his investigations?
He must qualify the audit report
What must the auditors report include?
It must state the name of the audit firm or the name of the individual auditor if no firm is appointed
What are the auditors rights?
To receive notice of, attend and speak at general meetings, have access to the company’s books at all times, require such information and explanations from the company officers and employees as the auditor thinks fit for the performance of his duties
What are the different types of meetings?
Annual general meetings, general meetings, and class meetings
Who can call a meeting?
Directors, members (only if they hold 5% of the paid up share capital), the resigning auditor, and the court
How much notice must a director give for a meeting?
Within 21 days of receiving such a requisition
When must the meeting take place?
Within 28 days of the notice convening the meeting
How much notice does a special resolution require?
28 days notice (to remove director or auditor)
What is a quorum?
The minimum number of members that need to be present at a meeting in order to validate business
How do members vote?
By a show of hands, unless a poll is demanded
What happens if a poll is demanded?
A poll means one vote per share, only by members holding at least 10% of the total voting rights may vote
What is a proxy?
A proxy can attend meetings, vote and speak on behalf of the member for whom he/she is acting
How much % is needed to pass a special resolution?
> or = 75%
How much % is needed to pass an ordinary resolution?
> 50%
