Job Description - draft
Company Secretary
The Company Secretary will be appointed by the directors to fulfil this role
and does not have to be a director. The person appointed must have attended (or
be intending to attend in the near future) suitable training on this role and
possess the necessary skills. An individual serving as company secretary for
Autscape who is also a director may or may not also hold other committee roles.
The Company Secretary should assist and guide the directors in their pursuit of
Autscape’s goals but should also act with integrity and independence to protect
the Autscape’s interests and those of its beneficiaries. You will be expected
to play a pro-active and central role in the governance of Autscape. This
requires excellent communication skills, a thorough knowledge of Autscape and
applicable regulations, strength of character, integrity, and a professional
approach. The company secretary is responsible for ensuring that the
administrative responsibilities set out in company law and the articles of
association are properly carried out. The company secretary may delegate such
responsibilities but retains ultimate responsibility for them. The company
secretary has personal liability if he or she fails to perform duties required
under the Companies Acts. Usually such liability arises only if the default was
knowing or deliberate. Autscape intends to obtain indemnity insurance to
protect against this liability.
The Role
Autscape’s Company Secretary is responsible for:
* ensuring that Autscape complies with its governing documents, charity law,
company law and any other relevant legislation or regulations;
* supporting the board in its functions and record keeping;
* acting as a check to maintain the integrity of the board and the charitable
goals of Autscape.
Regulatory compliance
The Company Secretary is responsible for ensuring that Autscape complies with
its duties under contractual arrangements, and under company and charity law,
including the provision of information to regulators.
The Company Secretary is legally responsible for submitting information to
Companies House and the Charities Commission.
To achieve these goals the Company Secretary is expected to:
* Ensure statutory registers are kept at the company’s registered office or
make other arrangements in accordance with company law.
* Promptly file required forms registering changes to directors, the company
secretary, registered office and other matters to Companies House and the
Charities Commission and retain copies of all such forms
* Ensure the company’s full registered name is displayed outside the company’s
registered office;
* Ensure all Autscape’s printed materials, website and outgoing emails display
the necessary details of company and charity registration
* Arrange for safekeeping of the seal (if there is one), registers, minute
books, the certificate of incorporation, memorandum and articles of
association and other important Autscape documents
* Maintain a record of current contact details of all directors
* Maintain correspondence files
* Store copies of the previous year’s company annual accounts, reports and
return and the previous year’s charity return;
* Ensure the company’s documentation at Companies House remains completely
up-to-date, carrying out a company search whenever necessary to verify this;
* Find out when the end of the accounting year is, and ensure that company
form 255 has been filed if necessary (to notify Companies House of a change
in accounting reference date when the accounting year is changed);
* Notify key people of any change in the address for correspondence;
* If one does not already exist, create a diary with all the key dates (end of
financial year, deadline for submitting annual accounts, dates for members’
and directors’ meetings, deadlines for giving notice of members’ and
directors’ meetings, etc);
* Find out who the company’s accountant (if there is one), auditor and
solicitor are, and act as liaison to them if no other liaison is appointed
by the board;
* Ensure that Autscape has appropriate insurance and that all conditions of
that insurance are met;
* If there is no company solicitor, ask the board how they expect the
secretary to obtain legal advice on company matters.
The Company Secretary should alert the committee and take action to remedy the
situation if there are difficulties with any of these duties.
Supporting the Board
The Company Secretary is custodian of the governing document and is responsible
for ensuring that board meetings, annual general meetings and extraordinary
general meetings are run effectively and in accordance with the provisions of
the governing documents. The Company Secretary is also responsible for legal
compliance. This aspect of the role includes ensuring that directors have the
right information to enable them to make informed decisions and fulfil their
responsibilities.
Functioning of the board
The Company Secretary's duties in this area include:
* Ensuring the correct appointment of directors, that they are -
- Not disqualified in law
- Eligible to be directors under the provisions of the governing document
- Appointed according to the procedure laid down in the governing document
and associated policies
* Organising the induction of new trustees
* Arranging and administrating meetings including:
- Ensure that directors’ and members’ meetings are called and recorded in
accordance with the governing documents and other requirements.
- Prepare agendas
- Make practical arrangements
- Check that a quorum is present
- Minute the meetings and circulate draft minutes to all directors (and all
members in the case of general meetings)
- Check that directors have carried out actions agreed at previous meetings
* Receive correspondence and act promptly on information received
* Keep stock of informative literature
* Keep records of membership
The Law
As well as a thorough knowledge of the governing document, the Company
Secretary will have a good understanding of charity law and company law.
The Charitable Company Secretary should be able to answer directors' queries
relating to company and charity law and access further information if more
complex issues are raised.
An important characteristic of the Charitable Company Secretary's role is to
serve as the conscience of the charity, acting with integrity in following the
law and the governing documents.