mock meeting
CSEC_M01.QXD:IC8235 ch01.qxd
chapter
19/6/09
09:44
Page 3
1
The role of the company secretary
contents
1
Requirement to appoint a company secretary 2
The secretary and the board
5
Liabilities
Core duties of a company secretary
3
4
Appointment and removal from office
learning outcomes
As an officer of the company at the centre of the decision-making process, the company secretary is in a powerful position. He should assist and guide the board in the pursuit of profit and growth, but should also act with integrity and independence to protect the interests of the company, its shareholders and its employees. The company secretary is key to the efficiency and effectiveness of the board and to the smooth running of the company. To fulfil the role, he must not only keep up to date with relevant legal, statutory and regulatory requirements, but also be able to give impartial advice and support to directors.
After reading and understanding the contents of the chapter, you should be able to:
Ⅲ
Ⅲ
Ⅲ
Ⅲ
Explain the administrative role and implied powers of the company secretary.
Understand how the company secretary is appointed and where his express powers come from.
Understand the statutory duties and responsibilities of the company secretary.
Understand the role of the company secretary in relation to the Combined Code.
CSEC_M01.QXD:IC8235 ch01.qxd
4
19/6/09
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Page 4
THE SECRETARY, DIRECTORS AND MEMBERS
1 Requirement to appoint a company secretary corporate governance
‘The system by which companies are directed and controlled’ (Cadbury).
Corporate governance is concerned with how the company is structured and controlled internally to ensure that the business is run lawfully and ethically, with due regard for its employees and shareholders.
Memorandum of
Association
Under CA 1985, sets out the basic details of a company: name, place of incorporation, objects,
chapter
19/6/09
09:44
Page 3
1
The role of the company secretary
contents
1
Requirement to appoint a company secretary 2
The secretary and the board
5
Liabilities
Core duties of a company secretary
3
4
Appointment and removal from office
learning outcomes
As an officer of the company at the centre of the decision-making process, the company secretary is in a powerful position. He should assist and guide the board in the pursuit of profit and growth, but should also act with integrity and independence to protect the interests of the company, its shareholders and its employees. The company secretary is key to the efficiency and effectiveness of the board and to the smooth running of the company. To fulfil the role, he must not only keep up to date with relevant legal, statutory and regulatory requirements, but also be able to give impartial advice and support to directors.
After reading and understanding the contents of the chapter, you should be able to:
Ⅲ
Ⅲ
Ⅲ
Ⅲ
Explain the administrative role and implied powers of the company secretary.
Understand how the company secretary is appointed and where his express powers come from.
Understand the statutory duties and responsibilities of the company secretary.
Understand the role of the company secretary in relation to the Combined Code.
CSEC_M01.QXD:IC8235 ch01.qxd
4
19/6/09
09:44
Page 4
THE SECRETARY, DIRECTORS AND MEMBERS
1 Requirement to appoint a company secretary corporate governance
‘The system by which companies are directed and controlled’ (Cadbury).
Corporate governance is concerned with how the company is structured and controlled internally to ensure that the business is run lawfully and ethically, with due regard for its employees and shareholders.
Memorandum of
Association
Under CA 1985, sets out the basic details of a company: name, place of incorporation, objects,