Legal Skills: Company Secretary, the Role of

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Course Overview

This two-day seminar has been specifically designed to provide a focused overview of what lies behind the Company Secretary's busy working schedule. The programme also offers tips on how to avoid the common pitfalls which add worry and anxiety to this highly responsible position.

Audience

The main focus of the programme is directed towards Secretaries and Assistant Secretaries, (and those aspiring to these positions), of both private companies and public companies which are not listed. Consequently it does not deal with Yellow Book themes and other listed company regulatory procedures.

Of course, Plc Secretaries are just as much concerned with all of the matters which will be covered in the programme as are their private company colleagues. A timely opportunity to take part in the highly interactive nature of this event will be of equal value to them.

Skills Gained

1. You will recieve practical, non-legalistic information and guidance as to how to fulfil the role of the Company Secretary and to support the directors in the effective management of the company within the constraints of the law.

2. There will be particular emphasis upon the theme of how personal liability for wrongdoing can easily be avoided by acting thoughtfully, responsibly and with consideration for the interests of all within the company, (e.g. shareholders and employees), and for those third parties with whom the company deals, (e.g. customers, suppliers and bankers).

3. Each session has been planned to offer as much scope as possible for interaction between delegates, both among themselves and with the course tutors. The seminar agenda highlights the titles to e covered and discussed, but is by no means exhaustive. The benefits to be derived from the day promise to be enhanced by the opportunity offered for all to play an active part in the stimulation of discussion.

4. Before the close, the seminar will include a complete up-date on the wide-ranging changes to company law, with particular regard to the impact of those changes on Company Secretaries, which are still under consideration at the time of publication of this agenda.

Course Outline

DAY ONE

The Secretary - more than meets the eye

• Not just a paper-pusher
• Rudder in the storm
• All things to all people
• The buck really does stop...

Companies of all shapes and sizes

• Private companies
• Public companies
• Groups of companies
• Limited liability
• The veil of incorpoateion - fact or fiction?

Company information - the first thrashings

• Name...and think of domain names and trademarks
• How to incorporate - off the shelf or tailor-made?
• Memorandum & aritcles, Directors and Secretaries, Auditors and ARD
• Registered office, letterheads, invoices etc, VAT & bank account
• Forms and formalities - including Statutory Books

The Directors

• Appointment and status - restrictions on appointments
• Duties, responsibilities and liabilities
• Service agreement, remuneration, loans
• Types of drectors - Chairman, CEO, Non-executive, Shadow Directors

The Company and its shareholders (I)

• The concept of investment - shares or loans?
• Share capital - wealth or power?
• Authorised and issued shares, applications and allotments
• Different kinds and classes of shares
• Increasing and reducing share capita
• Forms and formalities

The Company and its shareholders (II)

• Shareholder agreements - clawing back the power

The Company and its shareholders (III)

• The AGM and other general meetings - notice and agenda
• The Secretary's role in managing shareholder relations
• Ordinary extraordinary, special and elective & written resolutions
• The Chairman, voting proxies and minutes
• Forms and formalities

DAY TWO

Interactive review of issues arising from day one

The Secretary and the Board

• Board meetings, agenda, board papers and minutes, law & practice
• Interface with the directors - not so much a servant, more a mentor
• Keeping a diary - statutory requirements, filings and meetings
• Telephone attendances at meetings and written resolutions
• Proactivity at meetings - make a positive contribution

Corporate governance

• The Combined Code - status in private companies
• Disipline and morality within companies
• Responsibilities within the community and to the environment
• Managing the obligation to trade lawfully - e.g. health & safety

External relationships of the company

• The Secretary's power to bind the company
• Material contracts - seek professional guidance
• Subcontractos - protection of rights, including IPR
• Materials disputes and litigation
• Environmental issues

The Secretary & employment issues

• The basics - there will always be a contrat, but it might not be in writing
• Service agreements - Directors (executives and non-executives)
• Human Resources management and employment contracts
• Benefit arrangements, includign share option schemes and pensions
• Contractual issues - restraints, poaching, wrongful dismissal
• Whistleblowing, improper use of company computers etc

A miscellany of activities & requirements

• Annual routines - accounts, annual returns etc
• Intellectual property management, insurance and risk management, pensions and benefit schemes...the list is as long as you or your boss wants to make it
• Acquisitions, mergers and disposals

A miscellany of registers and filings

• Formal obligations not covered elsewhere
• Overseas subsidiaries branches
• Registers - manual or electronic, share transfers
• Security issues

Companies in difficulty

• Is it the end of the road..?
• Wrongful and fraudulent trading
• Insolvency
• Dissolution and striking off

Update on changes to Company Law

• Review of recent actual and/or proposed changes in company law, with particular reference to the impact on Company Secretaries.

Legal Skills: Company Secretary, the Role of / LE-CSR