Job Description
Adopted 20th October 2013
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 (particularly to an honorary secretary if one is elected) 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.
- Ultimate responsibility for the preparation of agendas (the actual preparation may be delegated, particularly to an honorary secretary if any)
- Ultimate responsibility for making practical arrangements (day to day responsibility for making arrangements may be delegated, particularly to an honorary secretary if any)
- 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) (the actual preparation of minutes and the task of circulating them may be delegated, particularly to an honorary secretary if any)
- 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.