Company Secretarial Practice

Topics: United Kingdom company law, Corporation, Public company Pages: 25 (8883 words) Published: April 21, 2013
Corporate Secretarial Practice
Sample paper

Suggested answers
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Case study
Trymore plc You have just joined Trymore plc („Trymore‟), a company listed on the London Stock Exchange, as company secretary. This is the first time that a company secretary has been appointed as a separate role in Trymore, as the position had previously always been held by the finance director. Trymore manufactures and sells luxury jewellery and the business has suffered as a result of an economic downturn. Several issues have arisen with certain stakeholders of the company, including unions, shareholders, auditors and the media. The board of directors is very worried about these problems and has convened a special board meeting to discuss what to do. The chairman believes that some of the issues will require input from the company secretary, as a senior member of the company‟s management team. You hold a series of meetings with your senior colleagues to find out more about the problems. The matters set out below are discussed with you. Firstly, you hold a meeting with Ms People, the director of human resources. Ms People provides you with an update on a number of matters, including staffing numbers, future wage proposals and relationships between staff, management and the Employees‟ Union („the Union‟). She also tells you that the Union is concerned about some of the decisions and actions taken recently by the directors and the effectiveness of the board generally. In particular, the Union:   Has accused several directors of planning to “help themselves” to the company‟s assets, rather than investing the company‟s funds into protecting jobs. Is not convinced that many of the decisions taken by the directors recently have benefited the company, particularly in the short-term.

Ms People tells you that the company is keen to preserve good relations with the Union, so it will be important to fully address these issues in any dealing with them. © ICSA, 2010 Page 1 of 16

Several hundred staff were recently made redundant, mainly at the head office, and many of the remaining staff are fearful that they will lose their jobs. The redundancies have even spread to the company secretarial department, where 25% of the staff have been made redundant as part of cost-cutting measures. This has made the workload of the company secretarial department very heavy. You have already explained to Ms People that your staff have complained that they are finding it very difficult to cope and that you fear more staff will resign unless staffing numbers increase. Ms People tells you that morale within the company seems particularly low. In order to expand the business, the Union understands that the company has recently acquired several overseas companies which have poor human rights records. Staff in the overseas countries are not part of the Union and are cheaper to employ, and the Union is worried that there will be further job losses among their members as a result. The Union is also concerned with the behaviour of Big Holdings plc („Big Holdings‟), the company‟s largest shareholder – Trymore is not a subsidiary of Big Holdings. The Union claims that Big Holdings has excessive influence over Trymore, and that Big Holdings‟ strategy is very similar to Trymore‟s regarding the investment into overseas companies. However, Ms People tells you that this approach is the most effective way to reduce the cost of employment. Your second meeting is with Mrs Gain, the finance director and your predecessor as company secretary. She summarises the...
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