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 Companies House and Charity Commission filings. • Understand the typical tasks of the company secretary 2

Structure • Overview • Introduction to roles • Filing and reporting • Articles, members and General Meetings • Boards, directors and meetings • Other roles and responsibilities • Hints and tips • Resources 3

Overview What is a Company Secretary? 4

What is a Company Secretary? In pairs or small groups please consider: 1. What are the principle roles of a company secretary? 2. What are the qualifications/requirements to be a company secretary? 3. What are the qualities required of a company secretary 5

The Company Secretary Role The company secretary is a strategic position of considerable influence at the heart of governance operations within an organisation. ICSA The Governance Institute 6

The Company Secretary - is responsible for the efficient administration of 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 7

In reality • Complying with company and charity law • Supporting the board and its members • Managing the membership • Overseeing meetings and facilitating the process of meetings • Handling membership issues • Helping the charity to be effective and efficient 8

Qualifications No formal qualifications necessary – Unless Public Limited Company (Plc) where company secretary must have formal qualification or have experience • May be paid or unpaid role 9

Is responsible for: • the efficient administration of a company • ensuring compliance with statutory and regulatory requirements • ensuring that decisions of the board of directors are implemented. 10

• Company secretary is an “officer” of the company responsible for statutory compliance under Companies Act 2006 • Shares legal responsibility with company directors • Does not have a right to attend meetings 11

Introduction to the role 12

Roles • report to the chairman and often liaise with board members • organise and prepare agendas and papers for board meetings, committees and annual general meetings (AGMs) 13

Roles • take minutes, • draft resolutions, • follow up on actions from meetings 14

Roles • lodge required forms and annual returns with Companies House and the Charity Commission • maintain statutory books, including registers of members, directors and secretaries 15

Roles • monitor changes in relevant legislation and the regulatory environment and take appropriate action • liaise with external regulators and advisers, such as lawyers and auditors 16

Roles • oversee policies, making sure they are kept up to date and referred to the appropriate committee for approval • take responsibility for the health and safety of employees 17

Roles • manage office space and property as well as deal with personnel administration • oversee and renew insurance cover for employees, equipment and premises 18

Roles • develop and oversee the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements • contribute to meeting discussions as and when required, and • advise members of the legal, governance, accounting and tax implications of proposed policies 19

Roles • deal with correspondence, collate information and write reports, • ensure decisions made are communicated to the relevant company stakeholders • monitor the administration of the company's pension scheme – (may be a requirement in some smaller companies) 20

Roles • enter into contractual agreements with suppliers and customers • oversee public relations and aspects of financial management. 21

Non charity roles • pay dividends and manage share option schemes • take a role in share issues, mergers and takeovers • maintain the register of shareholders and monitor changes in share ownership of the company - in a publicly listed company 22

Filing and reporting 23

Know the legal requirements relating to Companies House and Charity Commission filings 24

The law What are the principle laws relating to your role regarding filing and reporting ? What do you have to send, to whom and when? 25

The Law • Companies Act 2006 • Charities Act 2011 26

Laws • The Charitable Incorporated Organisations (General) Regulations 2012 • The Small Business Enterprise and Employment Act 2015 • The Companies (Disclosure of Address)Regulations as amended by the Register of People with Significant Control Regulations 2016 27

Laws • Company Directors Disqualification Act 1986 • Mental Health Act • Small Business, Enterprise and Employment Act 2015 28

Companies House Annual Return Annual Report (with accounts) Event driven filing 29

Companies House –Annual Return • Due date - within 28 days of the return date (based on last years return date) – Company details – Details of officers Late filing penalties 30

Companies House –Annual Report • Within 9 months after financial year end • To include: • Chairman’s statement • Report of the directors • Annual accounts • (Notice of AGM and agenda) • Auditors statement • (Statement of compliance with Corporate Governance code) 31

Companies House –Event Driven Filing • Changes in officers of the company e.g. directors or company secretary – within 14 days • Changes to governing document provisions e.g. name of organisation or objects – within 15 days of the change 32

Charity Commission • Annual Return • Annual Report • Event driven reporting • Serious incident reporting 33

Filing obligations – Charity Commission What you report is based on the size and type of your organisation: • a company, a charitable incorporated organisation (CIO) or an unincorporated organisation • income for the current financial year • the value of assets • large enough to be registered as a charity with the Charity Commission 34

Filing obligations – Charity Commission You need to know: • what type of accounts must be prepared • what information is needed in the trustees’ annual report • whether the accounts need an independent examination or audit • what information must be sent to the Commission 35

Filing obligations – Charity Commission • all charities must prepare accounts and make them available on request. • all registered charities must prepare a trustees’ annual report and make it available on request. • all CIOs (irrespective of income) and registered charities with a gross income exceeding £25,000 must file their accounts and an annual report with the commission. 36

Filing obligations – Charity Commission Types of accounts: • Receipts and payments – Under £250k and not a company • Accruals – All charitable companies – Non companies over £250k 37

Filing obligations – Charity Commission • £0 to £10K – update online • £10k to £25k – submit annual return online • £25k to £250k – submit annual return online with accounts and trustees’ annual report (external scrutiny required) 38

Filing obligations – Charity Commission • £250k to £1m (assets below £3.26m) – submit annual return on line with accounts and trustees’ annual report (external scrutiny required) • Over £1m (or assets over £3.26m and over £250m income) – submit annual return online with accounts and trustees’ annual report (with external scrutiny and full audit) 39

Filing obligations – Charity Commission • 10 months after financial year end • Public benefit reporting • Event driven filings – Constitutional changes – Serious incident reporting • Electronic filings 40

Reporting Serious Incidents A serious incident is an adverse event, whether actual or alleged, which results in or risks significant: • loss of your charity’s money or assets • damage to your charity’s property • harm to your charity’s work, beneficiaries or reputation 41

Record keeping –statutory registers (1) • Register of directors (and directors’ home addresses) and company secretaries if any- past and present • Register of members (and shareholding if relevant) – past and present • Register of people with significant control since April 2016 42

Record keeping –statutory registers (2) • Any charges on the companies assets • (Register of debenture holders) • Minutes of meetings and copies of resolutions • Register of directors’ interests in the company 43