Redwood Co Sec takes a minute04.10.2019
Redwood Company Secretarial is celebrating its first anniversary already. It seems like only yesterday we were talking about the potential incorporation of this “new” service, proving that time really does fly when you are having fun…!
We have worked with some incredible people over the last 12 months and we are thankful for their business and trust in our young company. Our ambitions for growth are strong – in fact, we have recently appointed Martine Wallbridge as a Senior Manager to increase our capacity and ability to service our existing and future clients with outstanding service levels.
As the first blog from the Company Secretarial team, we look at the importance of the Company Secretary in business today, together with some of the drawbacks of not having a Company Secretary and a little about our services.
The term ‘Secretary’ began in the late 19th century and literally meant “men who corresponded on a daily basis.” This term has evolved over time, however, the role of Company Secretary is often underestimated in its importance as a role within the Business and Boardroom. Even in 2019, we are still being referred to as ‘the people who write the minutes’. Company Secretaries are now a crucial part of running a company and it’s often a forgotten fact that they are an Officer of the company.
Whilst there is no blanket requirement for Guernsey companies to have a Company Secretary, companies such as those listed on a Stock Exchange do need to appoint one and companies looking to implement and maintain good corporate governance should consider one.
In our experience, firms who do not use a Company Secretary often require attending Directors to take minutes of the meetings. Whilst predominantly undertaken as a cost saving exercise, this distracts the Director from their primary responsibilities and duties in the Board meeting and can also lead to incomplete minutes when the Director’s attention is required elsewhere. The Guernsey Financial Services Commission have highlighted in recent public statements that firms being fined, amongst other things, had poor quality board minutes. Board minutes are key documents in recording the decisions of the Board and can protect the Board by evidencing that, whilst the conclusion to undertake a particular strategy, transaction etc. may not have gone the way they anticipated, their decisions were in the best interests of the Company and its Shareholders at the time.
Furthermore, proper organisation of a Board Meeting takes a considerable amount of time and is a key responsibility of the Company Secretary. The Company Secretary should be the person collating all information and reports, producing the board pack for the Board and ensuring this is sent to the Board with sufficient time ahead of the meeting to review and understand the information contained therein. Boards without a Company Secretary often receive the information the day before their meeting or even on the day. This does not provide sufficient time to review the information and to be in a position to make well informed decisions during the meeting.
Being the Company Secretary is not just about writing minutes. Along with the roles and responsibilities of a Company Secretary detailed below, a good Company Secretary will have an excellent handle on Corporate Governance.
So what is Corporate Governance? Put simply, it is the system of rules and procedures that a company is directed and controlled by.
In 2012, Guernsey introduced its own Code of Corporate Governance. All regulated businesses need to either comply with this Code or explain the reasons as to why they are not. The degree of Corporate Governance procedures that a Company should apply by way of best practice is often correlated with the size of business. A business with good Corporate Governance processes and procedures reduce the chances of issues that have previously led to the downfall of companies both small and large.
Along with the Board, it is the Company Secretary’s responsibility to ensure that companies are displaying good governance. A good Company Secretary will stay up to date on all legal developments, statutory matters, good Corporate Governance processes and ensure that the Board are aware of any development in these areas. This allows the Board to focus on their primary duty of running the Company.
Redwood’s Corporate Secretarial business offers a cost effective solution to all of your Company Secretarial needs. This can be on a one off basis, for a project or on an ongoing basis. These services can be offered directly to the Board or we can act as a resource to your Company and assist in servicing your existing clients during busy periods, staff absence and recruitment or as a permanent company secretarial solution. We are very flexible and tailor each engagement to our clients’ specific needs.
Our client base is diverse, ranging from investment fund managers and private banks to retail and construction businesses.
Roles and Responsibilities of a Company Secretary
- Taking minutes of committee and board meetings,
- Arranging committee and board meetings,
- Preparing board packs for committee and board meetings,
- Arranging statutory filings at the companies registry,
- Arranging Annual General Meetings of the shareholders,
- Maintaining company records,
- Reviewing governance documentation and procedures,
- Conduit of information between the Board, Chairman, CEO and suppliers,
- Advising the Board on best business practices,
- Assisting with the evaluation of the performance of the Board,
- Ensuring a timely flow of information to and from the Board.