Corporate Secretaryship

A core responsibility of the Chartered Secretary is as Secretary to the Board. The aim of the module is to specify and assess the essential knowledge and skills involved in taking overall responsibility for the corporate secretarial function in small, medium and large scale organisations.

The practice of corporate secretaryship in this module extends to both the strategic and functional contexts, in advising the Board, in leading teams in secretarial best practice, in ensuring compliance with law and regulation, and in establishing efficient internal communication of Board decisions and external reporting.

At the conclusion of this module, the candidate will be able to:

• Understand the scope, role and functions of corporate secretaryship and apply them within the employing or client organisation.
• Understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance.
• Ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organisation and its needs.
• Be aware of the ongoing responsibilities of the Secretary as an independent professional practitioner within the organisation, and be responsible for continuing personnel development within the secretariat.
• Be aware of, and be responsible for continuing self development in corporate secretaryship as a professional practitioner.

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

• Corporate Law
• Strategic and Operations Management

The Secretary, the Board, and the Members

The role of the secretary: functions and duties. Appointment and vacation of office. Relationship with chairman and directors. The secretary as advisor to the chairman and the board.

Dissemination of information and decisions. Communication with shareholders and other stakeholders, including electronic communications.

Types of Directors. Roles, duties, responsibilities and liabilities. Appointment, reappointment and rotation. Removal, retirement and disqualification.

Corporate Compliance

Company formation, memorandum and articles of association, characteristics of different types of companies. Filing of company returns. Offences under the Companies Acts. Corporate governance overview, including the Combined Code. The annual report. Auditors: appointment and removal. Rights of the Auditor. The (UK) Listing Rules. Retention of records. Statutory registers. Company insolvency, winding up, striking off and dissolution.

Law and Practice of Meetings

Board meetings: composition, roles, procedures (including frequency, notice, quorum, voting, agendas and papers). Role of the company secretary before, during and after board meetings. Delegation of authority and responsibility.

Committees: types and purpose, composition. Matters reserved for the Board. Executive discretion. Cooption.

General meetings: types (AGM, EGM). Class meetings, Regulations governing general meetings. Role of Chairman. Notice periods, quorum, agenda and papers. Resolutions. Standing orders, rules of order, motions, amendment. Proxies. Attendance. Voting. Role of the company secretary before, during and after general meetings. Resolutions in writing.

Minutes and minute books.

Shares, Share Capital and Share Registration

Regulation of the securities industry. Types of share and loan capital. Markets and listing requirements.

Share capital: allotment of shares, purchase of own shares, treasury shares, alteration of share capital.

The Company Registrar function: principles and procedures in share and membership registration. Register of members, including software applications. Technology based applications (CREST). Share transfer: forms and registration procedures. Transmission of shares and registration of documents affecting title. Issue of share certificates; lost certificates. Indemnity, dividends and interest. Scrip and DRIP dividends. Stamp Duty and Stamp Duty Reserve tax. New issues and takeovers. Rights issues. Capital events and the Registrar's role in capital events.

Employee share schemes: key features of common employee shares schemes, establishing and administering employee share schemes.