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.
What are the key objectives of this In-house programme?
This intensive and practical In-house 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?
MODULE 1: THE FUNDAMENTALS OF COMPANY SECRETARIAL PRACTICE
Constituents of a company
- Sole traders
- Partnerships – various
- Corporations – various
- Limited liability partnerships
- Limited liability
- Capital CA2006 changes
- Country of incorporation
Nature of capital
- Outward facing
- Internal rules
- Shares – types
- Loan stock
- Fixed charges
- Floating charges
- Approved changes
- Exercising your rights
- Creating/removing charges
- Checking accuracy of records
- Trademarks (international considerations)
- Basic rules
- Operation of law
- Limited by articles
- Private dividend
- Public dividend
- Illegal dividends
- Sounding board
- Ethical standards
- Powers and duties
MODULE 2: BEST PRACTICE IN COMPLIANCE AND GOOD GOVERNANCE
Directors and good governance
Disqualification of directors
- 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
- Conflicts of interest – authorising appropriate. Acting in the best interests of the company, when there are cross directorships
- Other duties – CA, IA, HASAWA, DPA, RTA, POCA etc
- CDDA, IA, other statutes
- Unfit – CJA 93, WT, FT, periods of disqualification
- 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
- Hazardous chemicals, asbestos claims
- Annual return
- Accounts filing
- Understanding the introduction and spread of online filing – Directors, Auditors
Some fraud reduction precautions
- 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
- Press releases
General governance overview
- Name watch and other precautions
- Companies House monitoring service
- Companies House PROOF scheme
- 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
Group exercise involving focusing on general governance issues
Continuing professional development
This course qualifies for the following CPD programmes:
- CPD certificate of attendance: 11.00 hours