Role of the Company Secretary

Good governance is increasingly important to investors and other stakeholders. The amount of regulation continues to increase and regulators are becoming tougher. A recent survey by the accountancy firm, BDO,  found that 65% of small and mid-cap quoted companies and 74% of advisers believe that the greatest disincentive to being a quoted company is the high amount of management time spent complying with regulation.

City Group will help to relieve the executive team of this regulatory compliance burden. The 1993 Cadbury Report on The Financial Aspects of Corporate Governance noted that:

‘‘The company secretary has a key role to play in ensuring that board procedures are both followed and regularly reviewed. The chairman and the board will look to the company secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. All directors should have access to the advice and services of the company secretary and should recognise that the chairman is entitled to strong support from the company secretary in ensuring the effective functioning of the board.’’

The Companies Act 2006 requires all public companies to have a Company Secretary and places an obligation on directors to make sure that the Company Secretary has “the requisite knowledge and experience to discharge the functions of Secretary of the company”.

The Institute of Directors describe the Company Secretary “…as the guardian of the company’s proper compliance with both the law and best practice.”

The UK Corporate Governance Code states” The Company Secretary should be responsible for advising the board through the chairman on all governance matters.”

A report produced by the Henley Business School last year quotes Dame Alison Carnwath, Chairman of Land Securities: “ICSA-qualified company secretaries deliver a more rounded governance and board member service than those who have come to the role via other professional routes. There is much to be said for the additional technical skills that such a qualification can bring.”

The Company Secretary carries out the following core functions:

• Prepares agendas and minutes for Board, Committees and AGMs and other shareholder meetings

Work with you to ensure your Board and Committees are well run and meet the highest standards of corporate governance. This includes the physical preparation and despatch of agenda and Board packs in either paper or electronic form, attendance at meetings to provide on the spot advice, and the prompt preparation of minutes of meetings.

• Point of liaison for Registrars, Lawyers, Nominated Advisors and other advisors

• Maintaining statutory registers

There are a number of statutory and regulatory obligations on a company to maintain certain records including:

– register of directors
– directors’ service contracts
– register of secretaries
– contracts or memoranda relating to purchase of own shares
– register of debenture holders
– report to members of outcome of investigation by public company into interests in its shares
– register of interests in shares disclosed to public company
– register of charges
– register of members (listed companies usually outsource this to a specialist share registrar)

• Filing documents and forms at Companies House

• Minute books

Prepare minutes and action points within an agreed timescale. Some regulatory bodies are becoming increasingly prescriptive about the contents of minutes of Board and Committee meetings

• Annual Accounts

Drafting the Directors’ Report and Corporate Governance Report as well as sections of the Strategic and Remuneration Reports.

City Group can also provide:

• Registered office

We can provide a registered office address in the City of London

• Board meeting venue

Clients have access to our board room located in our offices near Barbican underground station