The Company Secretarys role in Corporate Governance：公司治理公司秘书的角色.ppt

The Company Secretarys role in Corporate Governance Ann Clayton C Dir FCMI ACISI AKB Consultancy Limited Non-Executive Director THIS EVENING The Role of the Board Good Governance Role the Company Secretary plays Questions THE BOARD IS THE CUSTODIAN OF THE ORGANISATION IT’S ROLE IS: TO PROVIDE THE LEADERSHIP OF THE COMPANY IT MUST ACT IN A WAY IT CONSIDERS, IN GOOD FAITH, MOST LIKELY TO PROMOTE THE SUCCESS OF THE COMPANY FOR THE BENEFIT OF ITS MEMBERS AS A WHOLE The IoD Director’s Handbook So what is the role of the Company Secretary in Good Governance? CSP Client Companies Small/Entrepreneurial/Family Companies Larger trading companies A Company Secretary has Corporate and Legal Responsibilities. Being the Company Secretary of a CSP client company DOES NOT reduce these The Company Secretary acts as the conscience of the organisation FRAMEWORK Knowledge of constitutional framework Matters reserved for shareholders Approval of accounts Dividend Change to Articles Appointment/Removal of Directors Matters delegated to the board Beneficiaries are not the controllers of the company Shareholders – power at General Meetings LEADERSHIP Compliance with all legal and regulatory requirements Authority delegated to you as Secretary Strategy Policies in existence HR Health Safety Bribery etc COMPOSITION OF THE BOARD Register of Directors and Company Secretaries Directorships held Skills and experience Contact details Procedure for appointment Period of appointment Succession planning DECISION MAKING Done at Board Meetings Frequency Before the meeting At the meeting After the meeting Actions Separate Action list – what, who, when Date when action arose (if carried forward) If actions not complete quietly remind person responsible before papers issued Include Action list in Board pack with details of completed or estimated completion date Ensure All documentation meets statutory requirements All decisions and actions clearly stated Relevant