Duties of a Company Secretary

Duties of a Company Secretary London 17 July 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 anypast 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

Record keeping central register From June 2016, companies can maintain publicly accesable registers of members, directors (and directors residential addresses, secretaries, and people with significant control(psc)) Unanimous approval of members required for existing companies Conclusive evidence of meeting obligations Available to companies registered under the Companies Act only 44

People with Significant Control (Various provisions regarding share holdings).. Otherwise having the right to exercise, or actually exercising, significant influence or control. 45

Record keeping other records Audit Key legal documents (leases, mortgage deeds, title deeds, contracts, etc) Meetings and related matters 46

Information Disclosure The company secretary is usually responsible for establishing and maintaining the registered office Display of registered name and other particulars Charitable status disclosure (where income exceeds 10,000) Dealing with requests for inspection or copies of company registers (be mindful of time limits, vexatious requests, and protected information!) 47

Financial Reporting Charity SORP (statements of recommended practice) for accounting years starting on or after 1 January 2015 48

Articles, members and General Meetings 49

Constitutional compliance Compliance with governing document and charitable objects Management of matters relating to trustees/directors, members and PSCs 50

Who are our members The subscribers to the Memorandum of Association and every other person who agrees to become a member of the company, and whose name is entered in its register of members (Section 112 Companies Act 2006) Procedure for admission is usually contained in the Articles 51

Identifying members in practice Update the register Look at past paperwork and minutes Be clear about the status Do they have rights to vote at a general meeting? Trustees as members Ensure appropriate appointments/resignations Change the Articles to make automatic Charities Act 2011-power to determine who members are 52

Members rights The rights of company members include To amend the Articles Company meetings To require the calling of general meetings To receive notice of, attend, appoint proxies for, speak and vote at general meetings To appoint (generally) and remove trustees To appoint and remove auditors To be sent the report and accounts 53

General Meetings Needed if company wishes to dismiss a director or auditor before the end of their term 14 days written notice needed (subject to Articles) Access to accounts before filing (but not necessarily at the AGM.) 54

General Meetings Minutes Formal minutes must be taken Minutes should be approved and signed by the Chair of the meeting These minutes become part of the official record and can be requested by shareholders/members 55

Preparing for a general meeting Notice To all members Venue, date and time Special resolutions Rights to appoint proxies Length of notice Clear days 14 day notice can be waived 56

Conduct of general meetings Chair Quorum Voting rights Voting majorities Practical issues Quorum Size of venue Polls 57

General meetings -Proxies Rights to appoint Manner of appointment Timing of appointment Revocation of appointment Rights of proxies Counted in the quorum? What may they vote on? 58

Modern voting methods Voting in advance Remote attendance Electronic voting 59

Company Decisions A resolution is an agreement or decision made by the members, a class of members, or the directors of a company to carry out certain changes. This could include resolving to change the name of the company or to change its articles 60

Resolutions Ordinary resolutions (decisions) may be passed by simple majority Special resolution by 75% majority of those eligible to vote (e.g. Change of name, objects etc) Special resolutions must be filed at Companies House within 15 days and at the Charity Commission Written resolutions, instead of resolutions at meetings, passed by members electronically or hard copy (but not to remove auditor or director) 61

Alternatives to membership Distinguish between company law membership and associate membership Friends Supporters Associates Advisory Board or Council 62

Boards, directors and meetings 63

Engaging a trustee/director Eligibility Real person (Corporate no longer an option) Over 16 Not disqualified Not sectioned under Mental Health Act Not undischarged bankrupt (subject to court) Not auditor of company Neither beneficed clergyman or convict 64

Engaging a trustee/director Eligibility.....and subject to the provisions contained in the Articles of Association 65

Engaging a trustee/director If a trustee is to be paid or receive a benefit of some kind, the remuneration must be authorised: in the charity s governing document under the statutory power to pay trustees contained in the Charities Act 2011, if it applies by the Charity Commission, in advance (not retrospectively) 66

SBEEA 2015 changes to directorships New offences added since October 2015 : Disqualification for certain convictions abroad Disqualification of persons instructing unfit directors Corporate directors abolished with limited exceptions from October 2016 67

Board Meetings Notice Quorum Conflicts of interest Remote attendance Decision-making without a meeting Written resolutions 68

Decision Making: what should be recorded Who attended the meeting (is it quorate?) Any conflicts of interest or conflicts of loyalty (did anyone withdraw from the discussion?) What the trustees decided & the reason for the decision The factors the trustees considered or decided to disregard 69

Decision Making: what should be recorded Whether the trustees took advice, and from whom Key points of any discussion If the matter went to vote, the results of the vote Whether any trustee(s) disagreed with the decision 70

PSC regime Must maintain a PSC register and file with Companies House Records details of individuals or legal entities that have control 71

Significant influence or control Significant influence and control are alternatives. Significant influence where a person can ensure that a company adopts the activities which they desire Control -where a person can direct the activities of a company Does not have to be a person seeking to gain economic benefits from the policies or activities of the company 72

Identifying PSCs Review register of members Review Articles of Association Review Statement of Capital Review agreements e.g. shareholding agreements Monitor voting patterns (families or groups) 73

Other roles and responsibilities 74

Other Responsibilities Information requests and disclosure requirements Financial reporting VAT PAYE Insurance and pensions 75

Other Responsibilities Managing premises and facilities Health and safety compliance Data protection Risk register Other policies 76

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Data Security Assess risks associated with breach. A breach can result from: a theft of equipment or data a deliberate attack on your systems unauthorised use of personal data by a member of staff accidental loss equipment failure Serious or substantial adverse consequences for individuals May need to notify ICO. 78

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Risk Management Your risk policy should:- identify risks assess impact indicate action include a risk register/risk log monitor actions be reviewed regularly 80

Policies Business continuity Confidentiality Use of equipment Safeguarding Hospitality and gifts Home working Wellbeing Reserves Investment Risk Management Social responsibility Lone working Conflicts of interest Recruitment (Board) Recruitment (Staff) Volunteers Performance Discipline Special leave Communication 81

Hints and tips 82

Top Tips to take away 1. Ensure that your Articles are appropriate to your organisation 2. Understand the content (and impact) of the Articles 3. Make sure that all the trustees know and understand the relevance and importance of the Articles. 83

Top Tips to take away 4. Create an organisational calendar/diary to ensure that you and the board are aware of planned significant events and activities 5. Know your role, the role of the board and the role of trustees consider role descriptions for each 6. Know where to go for help and support 84

What to include in an organisational calendar/diary 1. Dates of board meetings 2. Date of AGM 3. Financial year end dates and quarterly (or other fixed dates) for financial reviews. 4. Deadlines for submission of documents to regulators (and timescales of activities leading up to these dates) 5. Schedules for review of policies 85

What to include in an organisational calendar/diary 6. Schedule for review of risks 7. Schedule for strategic and annual planning 8. Schedule for budgeting and forecasting future expenditure 9. Review of governing document 10.Review of performance of board and individual members 86

Resources 87

Sources of more information Charities Act 2011 Companies Act 2006 The Charitable Incorporated Organisations (General) Regulations 2012 Charity Commission website for model constitutions Community Interest Company (CIC) Regulator and company interest companies cicregulator@companieshouse.gov.uk The Small Business Enterprise and Employment Act 2015 88

Sources of more Information Companies House website https://www.gov.uk/government/organisation s/comp Charity Commission website https://www.gov.uk/government/organisation s/charity-co DSC publications https://www.dsc.org.uk/publications/ 89

Resources The charities SORP website at www.charitysorp.org, includes the SORPs, background information, and guidance on how to select the right SORP. Helpsheets at www.charitysorp.org/about-the-sorp? 90

Questions 91

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