May the company secretary vote at a board meeting?

The answer is no. If he is also a director, he has his director's vote but not an extra one. If he does vote, he runs the risk of becoming a de facto director.

Can the company secretary insist on attending a board meeting?

Perhaps surprisingly the answer is no. It usually goes without saying that the company secretary attends board meetings, or at least has the opportunity to do so. Nevertheless, the directors can decide otherwise, though they would probably be unwise to do so as they would be cutting off what should be a source of responsible and valuable advice. In fact, they could face criticism or worse if things went wrong. If the company secretary is excluded, the directors are required by law to arrange for minutes to be taken. There may occasionally be a good reason. Just possibly the directors want to decide the exact size of the secretary's annual bonus, but it is probably a very bad sign. Perhaps the company secretary should plan to spend more time with his family.

What should the company secretary be paid?

This is impossible to answer, though as the writer is a company secretary he is tempted to say a great deal.

There is no presumption in law that the company secretary is paid. Remuneration or fees, if any, are a matter for negotiation between the company secretary and the directors. If the company secretary is an employee, he is entitled to the statutory minimum wage, though most company secretaries would receive considerably more. Regulation 99 of Table A reads as follows:

'Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.'

What steps should be taken on the appointment of a new company secretary?

The register of secretaries must be amended and Companies House must be informed on form AP03 or AP04 within 14 days of the appointment.

Consideration should be given to various notifications. Perhaps the bank should be informed and the bank mandate amended. Perhaps the pension fund trustees should be informed. Perhaps the appointment is so momentous that a press release should be issued.

It is a good idea for the new company secretary to take possession of the statutory registers, the minute books, the company seal (if there is one), the memorandum and articles and any other relevant documents. He should check that everything is in order and make appropriate enquiries if this is not the case. There are two very good reasons for doing this quickly:

The outgoing company secretary may still be available and it is best to solve any problems at once.

Any problems will clearly be the fault of the previous regime. After a time they will be seen as the fault of the present incumbent.


We forgot to notify Companies House of my appointment as company secretary. What should we do and am I the company secretary?

Yes you are the company secretary, so long as you were properly appointed and accepted the position. You became company secretary as soon as this happened and you took on all the rights and all the responsibilities. An offence has been committed from day 15 onwards by the company's officers and that includes you. Fortunately prosecutions are rare so long as there are no aggravating factors, such as a fraud or the same person being at fault many times.

What you must do is send form AP03 or AP04 to Companies House now. Do not lie about the date of the appointment. Although the chances of the lie being discovered might be small, it would be the wrong thing to do and could have unfortunate consequences.

I have just taken over as company secretary and things were not in good order. What can I do to put things right?

If your predecessor is still available, it seems reasonable to ask him to put things right. For various reasons this might not be practical or, of course, he might not still be available. Regardless of this, there seems no reason why you should take the blame. Perhaps your predecessor can find missing documents or supply missing information. If not, you must tackle the problems one by one. Perhaps the directors can help. Perhaps the auditors can help. If the minutes are not up to date, you should ask the directors for their recollections and produce them now.

It may be necessary to get copies of documents from Companies House, perhaps including copies of past annual returns. Certified copies of certain resolutions should be delivered to Companies House and these include any resolutions altering the articles.

 
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