P1. Role of the cosec

Question 1

Three areas under which role of cosec broadly falls

Answer 1

The board
The company
The shareholders

Question 2

Cosec role - ‘The board’ explained (3)

Answer 2

CoSec should ensure proper board procedures are in place and adhered to
Provide practical support and guidance, particularly to NEDs
Monitor and guide the co’s corp governance policies

Question 3

Cosec role - ‘The company’ explained (2)

Answer 3

Ensure compliance with relevant legislation and codes of conduct specific to business activity
Provide a central source of information to board and senior execs

Question 4

Cosec role - ‘The shareholders’ explained

Answer 4

Primary point of contact for shareholders and institutions, particularly in matters related to corporate governance

Question 5

4 categories or persons automatically deemed to have relevant quali to be a cosec

Answer 5

Barrister, advocate or solicitor
Member of CGI or an institute of chartered accountants
Person who by being member of other body appears capable of discharging functions of a cosec
Person who held office of cosec for public company for at least 3 or previous 5 years

Question 6

Who cannot be appointed as the cosec

Answer 6

The auditor or any employee of the auditor

Question 7

7 of the key responsibilities of the cosec listed on the governance code - acronym

Answer 7

FATSEEE

Question 8

7 of the key responsibilities of the cosec listed on the governance code

Answer 8

Facilitating induction, board training and board professional development
Advising board on all governance matters
Together with the chair, periodically review corporate, board and committee governance and consider improvements or initiatives to improve processes
Support board to establish necessary policies processes, info, time and resources to function effectively and efficiently
Ensuring board procedures are complied with
Ensure good information flows within the board, its committees, between senior management and NEDs
Ensure directors and in particular NEDs have access to independent professional advice at the company’s expense where they judge it necessary

Question 9

CoSecs compliance duties (4)

Answer 9

Maintaining stat registers
Ensuring filings are made promptly and on time
Taking and drafting BM
Coordinating and drafting non-financial parts of annual report