For those not familiar with the governance profession there can be an air of mystery (or some confusion) as to the role and responsibilities of the Company Secretary.
At Kin Company Secretarial we would like to take this opportunity to clarify and explain how we may be able to assist your company comply with its statutory legal and financial obligations.
Disclaimer: We don’t just take minutes! (Though it is one of the key elements of the role)
Much like the corporate governance landscape, the role of the Company Secretary (‘CoSec’) is constantly evolving. CoSecs work in a strategic and influential way to ensure that a company operates within the law and abides by financial regulations as well as maintaining its high standards of corporate governance. Although not strictly required to provide legal advice, CoSecs should have a thorough understanding of UK company law and related legislation. Effective company secretaries position themselves as a reliable and dedicated resource for board members keen to stay ahead of the curve in all facets of their fiduciary responsibilities.
In the UK, only publicly listed companies are legally required to appoint a company secretary, however, it is still necessary for private companies to take responsibility for statutory compliance and liaise with regulatory bodies.
More recently, the rebranding of the Corporate Governance Institute UK & Ireland in 2019 (formerly the Institute of Chartered Secretaries and Administrators – the ISCA) has helped to promote the profession to a wider calibre of prospective CoSecs and attract more graduates onto the Chartered Governance Qualifying Programme.
For those that are unfamiliar with the profession or the work that we do, some perceive company secretarial services to be purely a (costly) administrative burden. However this is an outdated perception, and it can be more costly to your business if you do not have effective governance arrangements in place and fall short of your statutory legal and financial obligations.
The profession has moved on in strides over the last decade and thousands of UK and Irish graduates each year are actively seeking governance as their profession of choice and go onto further education or to sit their professional exams, much as is the same for aspiring Accountants or Solicitors.
Governance professionals can hold strategic positions at the heart of governance operations within an organisation as facilitators and enablers in the areas of oversight, through to foresight, director reviews, succession and transition planning, inductions, and risk strategy.
Responsibilities of the Company Secretary
The responsibilities of the CoSec can include (but are not limited to):
- Guide the chair and the board to ensure they are operating in accordance with rules and regulations.
- Support the chair in ensuring the board functions efficiently and effectively.
- Facilitate good communication between the board, committees, senior management and non-executive directors (NEDs), and stakeholders.
- Take responsibility for the administration of the company, to include maintaining all statutory books, including registers of members, directors and secretaries, and shareholders with all their past and present shareholdings, organising board meetings and annual general meetings (AGMs), preparing agendas and taking minutes.
- File necessary documents with Companies House.
- Inform Companies House of any significant changes to the company’s share capital, administration or registered address.
- Monitor changes in relevant legislation and the regulatory environment and take appropriate action.
- Liaise with external regulators and advisers, such as lawyers and auditors.
- Develop and oversee the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements.
- Pay dividends and manage share option schemes and take a role in share issues, mergers and takeovers.
- Assist in risk planning – the CoSec can help facilitate risk planning by the board to evaluate future risk. They must work in tandem with the board to challenge their understanding of risk and, therefore, their risk appetite, and ensure they effectively prepare for future threats.
Outsourcing the role of the CoSec
Outsourcing company secretarial and governance responsibilities can provide flexibility, to ensure your business can focus the efforts of the company secretary on the areas and processes that require the most attention and to ensure good governance in a fast-changing world. The board will also find outsourcing more cost-effective, compared to employing a full-time, permanent CoSec.
As the pandemic eases but uncertainty remains, boards require CoSecs who can add value in supporting critical board processes in addition to their traditional governance role, to help ensure an effective board. For those boards struggling to source the value-adding skills they need from a CoSec to support them in what remains a challenging short to medium term, outsourcing the function is an important consideration.
If you are considering outsourcing the role of your Company Secretary, at Kin, we have a dedicated team of competent, modern governance professionals who can act as a trusted extension of your in-house team. Please reach out to us on companysecretary@kincosec.com if you would like to find out more.
