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Training Course Summary:

The duties and needs of the company secretary continue to grow. The seriousness of the role makes it essential to keep up-to-date with changes and new developments and to understand their implications across a wide range of business activities. Legislation is increasing to criminalise certain activities in companies. There are a large number of offences in company law, which can lead to company directors being fined along with the company secretary; in serious cases a custodial sentence can result. Individual peril is only one aspect for business survival itself is another.

A company's reputation is one of its most prized possessions in pursuit of sustained growth. It is essential that this asset is not undermined by breaches of the law or failure to follow best practice. The company secretary must ensure that legislation is not infringed, that regulations are adhered to, that compliance is full and up-todate at all times and that areas of potential risks are identified and dealt with. This is all in addition to running a smoothly operating structure that looks after its directors, staff, shareholders and investors.

This one-day intensive programme will deliver the best professional guidance and advice on how to achieve the right level of compliance and risk management indispensable to a company aiming to be amongst the top performers in its class.

By attending this seminar you will be:

Ensuring the quality and currency of your information and advice to directors and the board
Better briefed on how best to draft director's and key executive service contracts especially in regard to new laws affecting companies and business as a whole
Able to develop best practice in managing your company's and Officers risk
Improving standards in the organization of shareholder meetings and board meetings for all companies operated
Gaining an update on all aspects of corporate governance
Minimising your company's liabilities and strengthening its stability
This programme stands apart from the competition by dealing with a full range of difficult and potentially damaging issues as well as the essentials of the company secretary's responsibilities.

Who Should Attend:

Company secretaries including those who hold designate positions
Executives responsible for company secretary duties, financial directors or controllers, in-house lawyers, professional advisers and commercial lawyers

Training Course Overview/Content:

PART 1: COMPANY SECRETARY ROLE AND RESPONSIBILITIES

Getting the right company structure to fit business need

Limited liability protection - history, origin and 'price'
Forming a company business and company names
Types of companies - including the new CIC
Formation principles
Memorandum and Articles (the constitution)
Types of shares, transfers, transmission and dividends - and how to deal with them
The role and responsibilities of the officers
The role of the company secretary - achieving best practice

The secretary's duties - an appointment checklist
The statutory books: the practical issues - maintenance, inspection, security
Examining delegated authority risk management
Defining the secretary's relationships
With the Registrar
With members, public etc
With third parties (use of seal)
Preserving the records - and allowing inspection
PART 2: MANAGING THE DIRECTORS ROLE, RISK AND RELATIONSHIPS

Monitoring the role, duties and liability of the directors

Examining eligibility and ineligibility
Appointment (and disqualification)
Identifying types of directors
Legal expectations
Detailing the directors relationship with the company
Contract of and for service
Preventing conflicts of interest
Disclosure requirements and loans - ensuring fiduciary responsibility on the part of the board
Acting as nominee
Termination - voluntary and forced
Companies in trading difficulty

Liability
Insolvency Acts
Payment difficulties
Fraudulent trading
Extent of director risk
Minimising your liability for the organisation
Decision making and managing AGMs, EGMs and board meetings - best practice techniques

Annual and extraordinary general meetings - the law and practice of meetings
Agenda and planning
Preparation and the chairman's brief
Receiving and handling resolutions
Organising polls and proxies
Avoiding meetings - written and elective resolutions
Producing and managing minutes
Reporting to members and investor relations
Dealing with auditors
Board meetings
Agenda and planning
Minutes
PART 3: REGULATORY AND LEGISLATIVE REVIEW

Reporting the corporate scene and regulatory inspections

Annual Report: preparation and presentation - what needs to be included
Human Capital Management (HCM)
Corporate Social Reporting (CSR): identifying the relevant commercial activities and best practice in reporting
Corporate governance - The Combined Code
Turnbull Committee and 'embedded' risk management - How vulnerable are you?
Corporate 'bodysnatching' and hijacking
Practical implications of the Competition and Enterprise acts for your organisation
Corporate security and killing
Regulatory authority access
Practical application of the new Companies Act