Role Of The Company Secretary

Question 1

What are the statutory requirements on having a company secretary?

Answer 1

S.171 CA 2006 - “all public companies must have a company secretary”

P.16 UKCG Code 2018 - “all directors should have access to advice of a Co Sec… both appointment and removal should be a matter of the whole board”

Question 2

What are the 4 Key Roles of a Co Sec?

Answer 2

GSAC
1. Governance
2. Statutory & Regulatory Compliance
3. Advising board & senior management
4. Communication

Question 3

What is included in the Co Sec role of Governance?

Answer 3

1. Ensuring that Board is constituted properly
2. Induction programmes and professional development of the board members
3. Aiding accountability (supporting/advising on responsibilities for committees)
4. Remuneration ( ensuring policies are in place and committees are set up)
5. Facilitating relationship with shareholders
6. Aiding on disclosure and reporting requirements

Question 4

What is included in the role of a Co Sec for ‘Statutory and Regulatory Compliance’?

Answer 4

1. Ensuring the company complies with company law and regulation
2. Filing information with Companies House in timely manner
3. Supporting adherence to Companies Act 2006 (directors duties)
4. Ensuring compliance with company’s constitution / AoA
5. Adhering to any other regulatory requirements

Question 5

What is included in the role of a Co Sec for ‘Advising the board and senior management’?

Answer 5

Advising on:
1. good board practice (composition, evaluations, and inductions)
2. Commitment to Corporate Social Responsibility
3. Commitment to Corporate Governance
4. Statutory duties and responsibilities

Question 6

What is included in the role of a Co Sec for ‘Communication’?

Answer 6

1. Communicating decisions to stakeholders
2. Liaising with the board
3. Being the primary contact for NEDs
4. Ensuring board communication with shareholders
5. Supporting in preparation of the Annual Report

Question 7

Why is the Co Sec described as the “conscience of the company”?

Answer 7

The CoSec should advise the board on the long-term interests of the company

Based on:
1. Relationship with the board
2. Independence
3. In-depth knowledge
4. Strong governance & ethical understanding

Question 8

What qualifications are required to become a CoSec?

Answer 8

A:
- have been a secretary of a company for at least 3 years of the 5 proceeding the appointment
- member of a qualified professional body

B:
- A person who appears to have the requisite knowledge and experience to hold the role

Question 9

What are the Core Skills required for a Co Sec?

Answer 9

CORIES
1. Communication
2. Organisation
3. Relationships
4. IT
5. Emotional intelligence
6. Strength of Personality

Question 10

What is said on the independence of the CoSec?

Answer 10

CGI guidance note states that “boards have a right to expect the Co Sec to give independent, impartial advice, and support all directors both individually and collectively as a board”

Question 11

How can it be ensured that a Co Sec remains independent?

Answer 11

1. Reporting lines: the co sec is responsible to the board and should be held accountable through the chair
2. Remuneration: their remuneration should be set by the board / REM com
3. Evaluation: performance review should be carried out as part of annual board evaluation

Question 12

What is said on the liability of the Co Sec?

Answer 12

As an officer the Co Sec may be found liable with the directors to default fines & other penalties under CA 2006.

They can also be held liable under the insolvency act 1986 for damages awarded by court