Duties of a Company Secretary London November 2018 Facilitator: - - PowerPoint PPT Presentation
Duties of a Company Secretary London November 2018 Facilitator: Alan Clarkin 1 Objectives for the day By the end of the day participants will: understand the role of the company secretary know the legal requirements relating to
Facilitator: Alan Clarkin
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By the end of the day participants will:
Companies House and Charity Commission filings.
secretary
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In pairs or small groups please consider:
secretary?
a company secretary?
secretary
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ICSA The Governance Institute
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a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.
Institute of Directors
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process of meetings
efficient
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No formal qualifications necessary
– Unless Public Limited Company (Plc) where company secretary must have formal qualification or have experience
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regulatory requirements
directors are implemented.
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company responsible for statutory compliance under Companies Act 2006
directors
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board members
and papers for board meetings, committees and annual general meetings (AGMs)
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meetings
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Companies House and the Charity Commission
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the regulatory environment and take appropriate action
regulators and advisers, such as lawyers and auditors
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to date and referred to the appropriate committee for approval
health and safety of employees
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deal with personnel administration
employees, equipment and premises
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the company complies with all applicable codes, in addition to its legal and statutory requirements
when required, and
accounting and tax implications of proposed policies
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and write reports,
the relevant company stakeholders
pension scheme – (may be a requirement in some smaller companies)
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suppliers and customers
financial management.
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schemes
takeovers
monitor changes in share ownership of the company - in a publicly listed company
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(General) Regulations 2012
Employment Act 2015
Address)Regulations as amended by the Register of People with Significant Control Regulations 2016
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Act 2015
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Annual Return Annual Report (with accounts) Event driven filing
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(based on last years return date)
– Company details – Details of officers
Late filing penalties
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Governance code)
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directors or company secretary
– within 14 days
e.g. name of organisation or objects
– within 15 days of the change
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What you report is based on the size and type of your organisation:
the Charity Commission
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You need to know:
annual report
examination or audit
Commission
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them available on request.
trustees’ annual report and make it available
registered charities with a gross income exceeding £25,000 must file their accounts and an annual report with the commission.
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Types of accounts:
– Under £250k and not a company
– All charitable companies – Non companies over £250k
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with accounts and trustees’ annual report (external scrutiny required)
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annual return on line with accounts and trustees’ annual report (external scrutiny required)
£250m income) – submit annual return online with accounts and trustees’ annual report (with external scrutiny and full audit)
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Serious incident reporting
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A serious incident is an adverse event, whether actual or alleged, which results in or risks significant:
reputation
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addresses) and company secretaries if any- past and present
relevant) – past and present
since April 2016
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accesable registers of members, directors (and directors’ residential addresses, secretaries, and people with significant control(PSC))
existing companies
Companies Act only
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(Various provisions regarding share holdings)….
………. Otherwise having the right to exercise, or actually exercising, significant influence or control.
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title deeds, contracts, etc)
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establishing and maintaining the registered office
exceeds £10,000)
company registers (be mindful of time limits, vexatious requests, and protected information!)
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practice) for accounting years starting on or after 1 January 2015
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charitable objects
trustees/directors, members and PSCs
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Association and “every other person who agrees to become a member of the company, and whose name is entered in its register of members” (Section 112 Companies Act 2006)
in the Articles
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– Look at past paperwork and minutes
– Ensure appropriate appointments/resignations – Change the Articles to make automatic
members are
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The rights of company members include
– To require the calling of general meetings – To receive notice of, attend, appoint proxies for, speak and vote at general meetings
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director or auditor before the end of their term
Articles)
necessarily at the AGM.)
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the Chair of the meeting
record and can be requested by shareholders/members
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– To all members – Venue, date and time – Special resolutions – Rights to appoint proxies
– “Clear days” – 14 day notice can be waived
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– Quorum – Size of venue – Polls
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– Counted in the quorum? – What may they vote on?
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by the members, a class of members, or the directors of a company to carry out certain changes.
name of the company or to change its articles
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by simple majority
eligible to vote (e.g. Change of name, objects etc)
House within 15 days and at the Charity Commission
meetings, passed by members electronically or hard copy (but not to remove auditor or director)
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membership and “associate membership”
– Friends – Supporters – Associates – Advisory Board or Council
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Eligibility
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Eligibility
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some kind, the remuneration must be authorised:
– in the charity’s governing document – under the statutory power to pay trustees contained in the Charities Act 2011, if it applies – by the Charity Commission, in advance (not retrospectively)
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– Disqualification for certain convictions abroad – Disqualification of persons instructing unfit directors
exceptions from October 2016
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– Written resolutions
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(did anyone withdraw from the discussion?)
the decision
to disregard
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whom
vote
decision
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Companies House
that have control
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that a company adopts the activities which they desire
company
benefits from the policies or activities of the company
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agreements
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requirements
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Assess risks associated with breach. A breach can result from:
a theft of equipment or data a deliberate attack on your systems unauthorised use of personal data by a member of staff accidental loss equipment failure
Serious or substantial adverse consequences for individuals May need to notify ICO.
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your organisation
Articles
understand the relevance and importance of the Articles.
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ensure that you and the board are aware of planned significant events and activities
role of trustees – consider role descriptions for each
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regulators (and timescales of activities leading up to these dates)
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future expenditure
10.Review of performance of board and individual members
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Regulations 2012
company interest companies cicregulator@companieshouse.gov.uk
2015
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https://www.gov.uk/government/organisation s/comp
https://www.gov.uk/government/organisation s/charity-co
https://www.dsc.org.uk/publications/
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