Company Secretarial

The role of the Company Secretary concerns three main areas viz. the Board, the Company and the Shareholder. Within each, the Company Secretary’s role can be very diverse.

• Ensuring the smooth running of the board’s and board committees’ activities by helping the Chairman to set agendas, preparing papers and presenting papers to the board and board committees, advising on board procedures and ensuring the board follows them.
• Keeping under close review all legislative, regulatory and corporate governance developments that might affect the company’s operations, and ensuring the board is fully briefed on these and that it has regard to them when taking decisions.
• Ensuring that the concept of stakeholders (particularly employees – see section 309 Companies Act 1985) is in the board’s mind when important business decisions are being taken. Keeping in touch with the debate on Corporate Social Responsibility and stakeholders, and monitoring all developments in this area and advising the board in relation to its policy and practices with regard to Corporate Social Responsibility and its reporting on that matter.
• To act as a confidential sounding board to the Chairman, non-executive directors and executive directors on points that may concern them, and to take a lead role in managing difficult inter-personal issues on the board e.g. the exit of the directors from the business.
• To act as a primary point of contact and source of advice and guidance for, particularly, non-executive directors as regards the company and its activities in order to support the decision making process.
• To act as an additional enquiring voice in relation to board decisions which particularly affect the company, drawing on his experience and knowledge of the practical aspects of management including law, tax and business finance. To act as the “conscience of the company”.
• To ensure, where applicable, that the standards and/or disclosures required by the Combined Code annexed to the UK Listing Rules are observed and, where required, reflected in the annual report of the directors – the secretary usually takes the lead role in drafting the annual report, including
  the Remuneration disclosures and agreeing these with the board and board committee.