Officers & Meetings

Question 1

What does a company secretary do?

Answer 1

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

Question 2

What does s 271 state?

Answer 2

Every public company must have a qualified company secretary

Question 3

What does s 270(1) state?

Answer 3

The appointment is not compulsory for private companies although many will appoint one

Question 4

Who is the secretary usually appointed and removed by?

Answer 4

The directors

Question 5

How qualified should a secretary of a public company be?

Answer 5

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

Question 6

Does the secretary have any duties?

Answer 6

They don’t have any prescribed duties so the duties will be whatever the board decides

Question 7

What type of duties would a secretary typically do?

Answer 7

Make returns to the registrar, give notices of and take minutes at meetings, countersign documents to which the company seal is affixed

Question 8

Does the secretary have power to bind the company?

Answer 8

Yes

Question 9

What types of authority does a secretary have?

Answer 9

Express - expressly granted by the board, and implied - regarding contracts of an administrative nature

Question 10

What qualifications must the company auditor have?

Answer 10

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

Question 11

What must the auditor not be?

Answer 11

An officer or employee of the company (must be independent), or the partner of an officer or employee of the company

Question 12

Who are auditors generally appointed by?

Answer 12

The shareholders by ordinary resolution, but the directors can appoint the first auditor and fill casual vacancies between appointments

Question 13

What must a company inform the Secretary of State?

Answer 13

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

Question 14

How can a company qualify for total audit exemption?

Answer 14

Must have turnover of not more than £6.5m and have gross assets not more than £3.26m

Question 15

Can an auditor resign at anytime?

Answer 15

Yes, by giving written notice to the company

Question 16

What is the company required to do if an auditor resigns?

Answer 16

Inform the Registrar, and failure to do so is an offence

Question 17

When is an auditors resignation effective?

Answer 17

From date delivered to the company’s registered office or a later date and must be accompanied by a s 519 statement

Question 18

What does s 519 state?

Answer 18

A departing auditor is required to make a statement and to deposit it with the company

Question 19

What should the auditors statement include?

Answer 19

Must explain the circumstances surrounding his/her departure

Question 20

How can an auditor be removed?

Answer 20

By ordinary resolution, which must be passed at a general meeting

Question 21

What must the company do in regards to the ordinary resolution for an auditor?

Answer 21

Must send a copy of the resolution to the auditor, and he has the right to make a statement of his case

Question 22

Notice of the resolution to removed the auditor must be sent to the Registrar within how many days?

Answer 22

14 days

Question 23

What is the duties of the auditor?

Answer 23

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

Question 24

What must auditors investigate and form opinions on?

Answer 24

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

Question 25

What happens if the auditor is dissatisfied with the findings of his investigations?

Answer 25

He must qualify the audit report

Question 26

What must the auditors report include?

Answer 26

It must state the name of the audit firm or the name of the individual auditor if no firm is appointed

Question 27

What are the auditors rights?

Answer 27

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

Question 28

What are the different types of meetings?

Answer 28

Annual general meetings, general meetings, and class meetings

Question 29

Who can call a meeting?

Answer 29

Directors, members (only if they hold 5% of the paid up share capital), the resigning auditor, and the court

Question 30

How much notice must a director give for a meeting?

Answer 30

Within 21 days of receiving such a requisition

Question 31

When must the meeting take place?

Answer 31

Within 28 days of the notice convening the meeting

Question 32

How much notice does a special resolution require?

Answer 32

28 days notice (to remove director or auditor)

Question 33

What is a quorum?

Answer 33

The minimum number of members that need to be present at a meeting in order to validate business

Question 34

How do members vote?

Answer 34

By a show of hands, unless a poll is demanded

Question 35

What happens if a poll is demanded?

Answer 35

A poll means one vote per share, only by members holding at least 10% of the total voting rights may vote

Question 36

What is a proxy?

Answer 36

A proxy can attend meetings, vote and speak on behalf of the member for whom he/she is acting

Question 37

How much % is needed to pass a special resolution?

Answer 37

> or = 75%

Question 38

How much % is needed to pass an ordinary resolution?

Answer 38

> 50%