The Role and Responsibilities of the Company Secretary

Course overview

Duties and responsibilities grow ever wider and more complex every year

The duties and needs of the company secretary continue to grow. The seriousness of the role makes it essential to keep up-to-date with changes and new developments and to understand their implications across a wide range of business activities. Legislation is increasing to criminalise certain activities in companies. There are a large number of offences in company law, which can lead to company directors being fined along with the company secretary; in serious cases it can lead to a custodial sentence. Individual peril is only one aspect, business survival itself is another.

A company’s reputation is one of its most prized possessions in pursuit of sustained growth, where reputational risk can make or break a company. It is essential that this asset is not undermined by breaches of the law or failure to follow best practice. The company secretary must ensure that legislation is not infringed, that regulations are adhered to, that compliance is full and up-to-date at all times and that areas of potential risks are identified and dealt with. This is all in addition to running a smoothly operating structure that looks after its directors, staff, shareholders and investors.

Who should attend?

Company secretaries including those who hold designate positions
Executives responsible for company secretarial duties, financial directors or controllers, in-house lawyers, professional advisers and commercial lawyers
Accountants, compliance staff and senior administrative managers

What are the key objectives of the seminar?

This two-day intensive and practical programme will deliver the best professional guidance and advice on how to achieve the right level of compliance and risk management indispensable to a company aiming to be amongst the top performers in its class. It will provide answers to the following key questions and concerns:

What are the legal responsibilities of a Company Secretary?
Can the Company Secretary ever overrule the directors?
How do you balance short-term and long-term outcomes taking an impartial and ethical stance
Does a company limited by guarantee differ from other companies?
What must happen if a company director is found to be acting illegally?
How could a company fall foul of the Bribery Act and what could be the implications for the directors?
How can a Company Secretary change the Articles and why would they need to?
What is the Company Secretary’s role at a Board Meeting?
What is the legal requirement about keeping minutes in meetings?
How do the new model articles differ from Table A?
What is the law about the execution of documents?
What rights do shareholders have?

It will take you through every aspect of the role and responsibilities from start to finish and ensure that you fully understand the full scope of the duties. This programme stands apart from the competition by dealing with a full range of difficult and potentially damaging issues, as well as the essentials of the company secretary’s responsibilities.

Style of delivery

This programme has been designed to be highly interactive and encourages participants to question the presenter and discuss with other participants issues they are currently facing and any of the topics mentioned during the programme.

Programme

Day One

MODULE 1: THE FUNDAMENTALS OF COMPANY SECRETARIAL PRACTICE

Business entities

Sole traders
Partnerships – various
Corporations – various
Limited liability partnerships

Constituents of a company

Articles
- Name
- Limited liability
- Capital CA2006 changes
- Country of incorporation
Directors

Articles

Outward facing
Internal rules

Nature of capital

Shares – types
Loan stock
Creating
Charges
Cancellation

Secured borrowings

Charges
- Fixed charges
- Floating charges
Approved changes
Exercising your rights
- Receiver
- Administrator
Creating/removing charges
Checking accuracy of records

Company name

Nature
Information
Publication
Trademarks (international considerations)

Share transfers

Basic rules
Operation of law
Limited by articles

Dividends

Private dividend
Public dividend
Illegal dividends

Company Secretary

Qualification
Appointments
Removal
Sounding board
Ethical standards
Powers and duties
Directors

Day Two

MODULE 2: BEST PRACTICE IN COMPLIANCE AND GOOD GOVERNANCE

Directors and good governance

Importance of size, structure of board and committees, mixtures of complementary skills and experience
Types of directors
- Shadow, Alternate, Non-Executive, Executive
- Corporate Governance code regarding Non-Executive and independent Non-Executive directors, contacts, value of good governance
Directors duties
- S171-177
- Conflicts of interest – authorising appropriate. Acting in the best interests of the company, when there are cross directorships
- Fiduciary
- Other duties – CA, IA, HASAWA, DPA, RTA, POCA etc

Disqualification of directors

CDDA, IA, other statutes
Unfit – CJA 93, WT, FT, periods of disqualification

Statutory books

List of books legally required
Requirements – especially addresses – only service addresses in the public domain
Document retention – changes and also records under health and safety requirements
- Children
- Hazardous chemicals, asbestos claims

Annual Compliance

Annual return
Accounts filing
Understanding the introduction and spread of online filing – Directors, Auditors

Accounts

Private companies
Public companies
A brief appreciation of Company Secretary’s role in accounts preparation – potential pitfalls
- Director’s details
- Checking all text regarding activities
- Checking dates and headings
- General sense check
- Notes to the accounts
- Liaising with auditors
- Leading to accounts approval by directors
- Circulation
Press releases

Some fraud reduction precautions

Name watch and other precautions
Companies House monitoring service
Companies House PROOF scheme

General governance overview

Why do we need it?
- Agency theory
- Differences between management and governance
Background codes, development
Effects of corporate governance principles, different types – rules v principles, processes, procedures, behaviours and disclosure requirements
Direction of travel, differing approaches in differing parts of the world – USA, South Africa – King report. Developing countries interest, e.g. Russia
Comparative approaches – rules v principles
Measurements of corporate governance

Case study
Group exercise involving focusing on general governance issues

The expert presenter

Programme Leader

Roger Woolley is a Fellow of the Institute of Chartered Secretaries and Administrators. He has spent about half of his working life in company secretarial positions including secretary of listed companies. The other half has been focused on training and lecturing. As a company secretary he has worked in industries related to construction: building society, brick company, cement, laundry, property company, financial services and has trained in and for most industries. In 1988 he formed Woolley & Associates, a company secretarial and training consultancy, which provides consultancy, interim management and training for trainee company secretaries and directors in industry and professional practice.