mock meeting

Topics: Public company, Corporation, Privately held company Pages: 11 (5951 words) Published: September 27, 2014
CSEC_M01.QXD:IC8235 ch01.qxd

chapter

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1

The role of the
company secretary

contents
1

Requirement to appoint a company
secretary

2

The secretary and the board

5

Liabilities

Core duties of a company secretary

3

4

Appointment and removal from office

learning outcomes
As an officer of the company at the centre of the decision-making process, the company secretary is in a powerful position. He should assist and guide the board in the pursuit of profit and growth, but should also act with integrity and independence to protect the interests of the company, its shareholders and its employees. The company secretary is key to the efficiency and effectiveness of the board and to the smooth running of the company. To fulfil the role, he must not only keep up to date with relevant legal, statutory and regulatory requirements, but also be able to give impartial advice and support to directors. After reading and understanding the contents of the chapter, you should be able to:






Explain the administrative role and implied powers of the company secretary. Understand how the company secretary is appointed and where his express powers come from. Understand the statutory duties and responsibilities of the company secretary. Understand the role of the company secretary in relation to the Combined Code.

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THE SECRETARY, DIRECTORS AND MEMBERS

1 Requirement to appoint a company secretary
corporate governance
‘The system by which
companies are directed and
controlled’ (Cadbury).
Corporate governance is
concerned with how the
company is structured and
controlled internally to
ensure that the business is
run lawfully and ethically,
with due regard for its
employees and shareholders.

Memorandum of
Association
Under CA 1985, sets out the
basic details of a company:
name, place of
incorporation, objects,
liability of the members and
authorised share capital.
Under CA 2006, is a shorter
document containing
historical details of the
initial subscribers for shares
and their agreement to form
a company.

Articles of Association
The regulations governing a
company’s internal
management – the rights of
shareholders, the conduct of
meetings and the
appointment, removal and
powers of directors.
Separate Model Articles for
public and private limited
companies are in force for
companies incorporated
from 1 October 2009.

Under CA 2006, all public companies are required to appoint a company secretary. Private companies are not required to appoint or retain a company secretary, but they may do so, in which case the company secretary has the same duties and responsibilities as he would in a public company.This is a change from CA 1985, where every registered company was required to appoint a company secretary; and came into force from April 2008. Private companies should however check their Articles of Association – if there is an express requirement in the Articles to maintain a company secretary and they wish to adopt the provisions of CA 2006 they should amend their Articles accordingly.

It is still too early to determine what the outcome of this change for private companies will be. It may be that many choose to keep a company secretary.The tasks which used to be the responsibility of the company secretary will still need to be done, even if there is no one with that title. As good corporate governance continues to increase in importance, the appointment of a company secretary should be considered best practice for all but the smallest companies. An individual, a partnership or a body corporate can be appointed as secretary. The law does not state explicitly what the company secretary should do. In practice, however, the company secretary plays a central role in the governance and administration of a company’s affairs, with particular responsibilities in three...
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