Course overview
h4. Duties and responsibilities grow ever wider and more complex every year
The duties and needs of the company secretary continue to grow. The seriousness of the role makes it essential to keep up-to-date with changes and new developments and to understand their implications across a wide range of business activities. Legislation is increasing to criminalise certain activities in companies. There are a large number of offences in company law, which can lead to company directors being fined along with the company secretary; in serious cases a custodial sentence can result. Individual peril is only one aspect for business survival itself is another.
A company's reputation is one of its most prized possessions in pursuit of sustained growth. It is essential that this asset is not undermined by breaches of the law or failure to follow best practice. The company secretary must ensure that legislation is not infringed, that regulations are adhered to, that compliance is full and up-to-date at all times and that areas of potential risks are identified and dealt with. This is all in addition to running a smoothly operating structure that looks after its directors, staff, shareholders and investors.
h4. Who should attend?
* Company secretaries including those who hold designate positions
* Executives responsible for company secretary duties, financial directors or controllers, in-house lawyers, professional advisers and commercial lawyers
h4. What are the key objectives of the seminar?
This one-day intensive programme will deliver the best professional guidance and advice on how to achieve the right level of compliance and risk management indispensable to a company aiming to be amongst the top performers in its class.
*By attending this seminar you will be:*
* Ensuring the quality and currency of your information and advice to directors and the board
* Better briefed on how best to draft director's and key executive service contracts especially in regard to new laws affecting companies and business as a whole
* Able to develop best practice in managing your company's and Officers risk
* Improving standards in the organization of shareholder meetings and board meetings for all companies operated
* Gaining an update on all aspects of corporate governance
* Minimising your company's liabilities and strengthening its stability
This programme stands apart from the competition by dealing with a full range of difficult and potentially damaging issues as well as the essentials of the company secretary's responsibilities.
h4. Style of delivery
This programme has been designed to be highly interactive and encourages participants to question the presenter and discuss with other participants issues they are currently facing and any of the topics mentioned during the course of the programme. Due to the interactive nature of the programme the final review session maybe dealt with in the comprehensive notes only.
Programme
*PART 1: COMPANY SECRETARY ROLE AND RESPONSIBILITIES*
*Getting the right company structure to fit business need*
* Limited liability protection - history, origin and 'price'
* Forming a company business and company names
* Types of companies - including the new CIC
* Formation principles
* Memorandum and Articles (the constitution)
* Types of shares, transfers, transmission and dividends - and how to deal with them
* The role and responsibilities of the officers
*The role of the company secretary - achieving best practice*
* The secretary's duties - an appointment checklist
* The statutory books: the practical issues - maintenance, inspection, security
* Examining delegated authority risk management
* Defining the secretary's relationships
** With the Registrar
** With members, public etc
** With third parties (use of seal)
* Preserving the records - and allowing inspection
*PART 2: MANAGING THE DIRECTORS ROLE, RISK AND RELATIONSHIPS*
*Monitoring the role, duties and liability of the directors*
* Examining eligibility and ineligibility
* Appointment (and disqualification)
* Identifying types of directors
* Legal expectations
* Detailing the directors relationship with the company
* Contract of and for service
* Preventing conflicts of interest
* Disclosure requirements and loans - ensuring fiduciary responsibility on the part of the board
* Acting as nominee
* Termination - voluntary and forced
*Companies in trading difficulty*
* Liability
** Insolvency Acts
** Payment difficulties
** Fraudulent trading
* Extent of director risk
* Minimising your liability for the organisation
*Decision making and managing AGMs, EGMs and board meetings - best practice techniques*
* Annual and extraordinary general meetings - the law and practice of meetings
** Agenda and planning
** Preparation and the chairman's brief
** Receiving and handling resolutions
** Organising polls and proxies
** Avoiding meetings - written and elective resolutions
** Producing and managing minutes
** Reporting to members and investor relations
** Dealing with auditors
* Board meetings
** Agenda and planning
** Minutes
*PART 3: REGULATORY AND LEGISLATIVE REVIEW*
*Reporting the corporate scene and regulatory inspections*
* Annual Report: preparation and presentation - what needs to be included
* Human Capital Management (HCM)
* Corporate Social Reporting (CSR): identifying the relevant commercial activities and best practice in reporting
* Corporate governance - The Combined Code
* Turnbull Committee and 'embedded' risk management - How vulnerable are you?
* Corporate 'bodysnatching' and hijacking
* Practical implications of the Competition and Enterprise acts for your organisation
* Corporate security and killing
* Regulatory authority access
* Practical application of the new Companies Act