What is a company secretary & what do they do?

What is a company secretary?

The company secretary acts as a facilitator of communication between the board of directors, stakeholders, and other service providers. They play a crucial role in ensuring effective communication and coordination within the company.

Their role varies depending on the type of company. In the UK, public companies are required to have an appointed company secretary, and while private companies are not obligated to have one, many choose to do so.

In the context of funds, the CoSec’s role remains similar, regardless of whether it is a private or a listed fund. 

What does a company secretary do?

A company secretary provide provide services such as a registered, statutory filings and other administrative support to ensure the smooth operation of the company.

The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance. During this time work begins with the client, to prepare the agenda and determine the required documents.  About four weeks before the meeting, the company secretary reaches out to request the necessary documents and assists in their preparation. Approximately 10 days before the meeting, the company secretary starts preparing the board pack, which contains all the relevant information for the directors.

Typically, the company secretary aims to have the board pack ready within seven days and delivered to the board of directors, however they will arrange for any late documents to be sent right up until the board meeting.

After the meeting, action points are promptly sent out, within two days and the minutes within 10 days. These minutes are then sent to the directors and the client for review.

The company secretary's involvement with the client extends beyond just attending board meetings. They maintain an ongoing relationship with the client and continue to follow up on action points and ensure preparedness for the next board meeting.

In addition to board meetings, they also handle various tasks including managing changes in shareholders or directors, as well as handling corporate actions such as share changes, dividends, name changes etc. They will be involved in any board evaluation process and the annual service provider review.  The CoSec will also take the lead on all corporate governance initiatives and provide regular regulatory updates to the client and board of directors. 

What are the roles and responsibilities of a fund’s company secretary?

The company secretary team is responsible for a range of important tasks related to meetings and governance. These include:

Organise board meetings and AGMs

1. Organising quarterly board meetings: The team ensures that all necessary arrangements are made for these meetings, including scheduling, venue booking, and coordinating with board members and relevant stakeholders.
2. Organising committee meetings: The team also handles the logistics and coordination of various committee meetings, such as Audit, Management Engagement, Nomination, and Remuneration committees. This involves scheduling, agenda preparation, and ensuring the attendance of committee members.
3. Organising the Annual General Meeting (AGM) and other general meetings: The team takes charge of planning and executing the AGM, as well as any other general meetings that may be required. This includes sending out notices, monitoring and collating proxy results and managing the logistics of the meeting.
4. Coordination of ad-hoc board meetings: In addition to regular meetings, the team facilitates ad-hoc board meetings to address interim issues that require board approval. This can include virtual board meetings or written resolutions, and the team ensures that all necessary documentation and arrangements are in place.
5. Producing and distributing notices and agendas: The team is responsible for creating and distributing notices and agendas for board and committee meetings. This ensures that all participants are well-informed and prepared for the discussions and decisions to be made.
6. Providing electronic board packs and document library: The team supports clients and directors by providing electronic board packs and maintaining a document library through a dedicated support system. This allows directors to access board packs and relevant documents remotely, both in real-time and historically.
7. Producing minutes and action points: After each meeting, the team prepares accurate and comprehensive minutes, capturing the discussions, decisions, and action points. These minutes serve as an official record of the meeting and provide a basis for follow-up actions.

Listed fund requirements

The company secretary team also handles various requirements related to the listing of the fund on the stock exchange. These include:

1. Complying with continuing obligations: The team ensures that the fund meets all the ongoing obligations set by the stock exchange listing. This includes adhering to requirements arising from the Disclosure Guidance & Transparency Rules and Market Abuse Regulation, as applicable.
2. Assistance in preparation and release of stock exchange announcements: The team provides support in preparing and releasing announcements to the stock exchange. This involves coordinating with relevant stakeholders, ensuring compliance with regulatory requirements, and timely dissemination of information to the market.
3. Liaising with the registrar: The team works closely with the registrar to facilitate the reporting process to the board of the company. This includes providing necessary information and reports, particularly in relation to major shareholder notifications.

By effectively managing these listed fund requirements, the company secretary team helps ensure that the fund remains compliant with the regulations and obligations set by the stock exchange, promoting transparency and good governance practices.

Governance

The company secretary team plays a crucial role in ensuring effective governance within the organization. Some of the key responsibilities in this area include:

• Complying with corporate governance principles: The team ensures that the company complies with relevant corporate governance principles, as applicable. They assist the directors in establishing a corporate governance framework that aligns with best practices and regulatory requirements.
• Reviewing corporate governance disclosures: The team reviews the corporate governance disclosures in the annual and half-yearly reports. This involves ensuring that the disclosures accurately reflect the company's governance practices and comply with relevant regulations.
• Maintenance of insider lists: The team is responsible for maintaining the company's insider lists, which include individuals with access to confidential information. This helps ensure compliance with insider trading regulations and facilitates proper management of sensitive information.
• Monitoring directors' interests and conflicts of interest: The team monitors directors' interests and conflicts of interest, ensuring that any potential conflicts are appropriately managed and disclosed. They also keep track of directors' share dealings to ensure compliance with relevant regulations.
• Providing and coordinating board evaluations: The team facilitates internal and external board evaluations, which help assess the effectiveness of the board and its committees. They coordinate the evaluation process and ensure that the findings are appropriately communicated and acted upon.
• Provision of a service provider review: The team assists the board of directors to conduct annual reviews of service providers to assess their performance and ensure that they meet the company's requirements and standards.
• Regular regulatory updates and quarterly company secretarial report: The team provides regular updates on regulatory changes and developments that may impact the company. They also prepare a quarterly company secretarial report, which highlights key governance matters and updates for the board's consideration.
• Acting as a key intermediary: The company secretary team serves as a key intermediary between various parties and stakeholders of the company. They facilitate effective communication and collaboration between the board, management, shareholders, regulators, and other relevant parties.

By fulfilling these governance-related responsibilities, the company secretary team helps ensure that the company operates in a transparent, compliant, and responsible manner, promoting good governance practices throughout the organization.

What are the benefits of using a third-party company secretary?

At Ocorian, each company will have a named company secretary, but they will be supported by a larger team of company secretaries. 

Company secretarial model

One of the key advantages of this company secretary model is that even if the dedicated company secretary is unavailable due to illness, vacation, or any other reason, there is always someone else on the team who is familiar with the client's affairs and can provide seamless continuity. The team members are aware of what is happening and ensure a smooth handover of responsibilities. They are involved in day-to-day email communication, attend board meetings, and have knowledge of the people involved.

Another unique aspect of the company secretary model is that they have groups of specialist clients. For example, in the renewable sector, they may have multiple renewable funds as clients. While there are Chinese walls in place to maintain confidentiality, there are common regulations and governance aspects that apply to all clients. This allows the CoSec team to share relevant information and insights during board meetings, ensuring that clients are well-informed about industry trends and hot topics.

By engaging a service provider with a company secretary team, clients also benefit from the collective expertise and knowledge of the team, rather than relying solely on an individual employee who may have limited exposure to broader industry insights. This is why many clients choose to work with a service provider rather than employing an individual company secretary.

A seamless experience across functions

One advantage of working with a service provider that acts as fund administrator, accountant and provides a company secretary across all of a client's entities, is that you can achieve a more seamless experience, due to the effective communication and coordination with a one-team model. 

All teams are all on the same email threads, participate in weekly calls, and have access to the same information, eliminating the need for catch-up and ensuring everyone is up to speed.

This integrated approach becomes particularly valuable when it comes to tasks like preparing the annual report. With everyone on the same page and working together, the process becomes more efficient and streamlined.

The company secretary's objective is to make the client's life easier and seamlessly integrate into their business.  In many cases, our company secretaries establish such a close working relationship with their clients they are seen as an integral part of the client's business, like an employee, as if they were sitting right next to them in their office. 

We are used to instances where we receive emails in the middle of the night, requesting announcements to be made early in the morning. A good company secretary understands the importance of being responsive and available to meet the needs of their clients, even if it means working outside of regular business hours.

By providing this high level of service and integration, the company secretary team aims to build strong relationships with their clients and become a trusted partner in their business operations.

Why do investment managers outsource the role of a company secretary?

In the investment fund world, it is common for companies to outsource their company secretary functions because they typically do not have any employees themselves. The investment manager is employed by the board of the company and their primary focus is on making investments. The involvement of a company secretary is often a new concept for them, and it can take time to understand the value of having a dedicated company secretary.

During the initial stages, there may be a learning curve for the investment manager to fully appreciate the benefits of having a company secretary involved. However, as they develop a seamless relationship and experience the value of having a knowledgeable and reliable company secretary, they typically find that the board is happier and more satisfied.

Is it more cost efficient to employ a company secretary in-house or use an external provider?

It is typically more cost-efficient to engage an outsourced company secretary service.  However, it's understandable that some clients may prefer to have one dedicated company secretary and are willing to pay a premium for that level of service. This can be beneficial for instances where there are specific annual events or situations where having a dedicated resource is necessary.

By outsourcing this role, clients don't have to employ two people in their organization to cover these specific instances.

For private clients, it is often more cost-effective to pay an outsourced company secretary service for tasks such as providing registered office services, statutory filings, and annual report preparation. This is preferable to hiring an in-house employee who would require a higher salary and ongoing management. By outsourcing these functions, clients can rely on the expertise of the company secretary team and have peace of mind knowing that the necessary tasks are being handled efficiently.

What should you look for when appointing a third-party company secretary?

When evaluating outsourced secretary services, there are several factors to consider. 

Skills, knowledge, and breadth of experience

A company secretary should have a strong understanding of corporate governance, regulatory requirements, and relevant laws. Additionally, you would want to assess their breadth of experience. Are they well-versed in various industries and sectors? Do they have a diverse client base? A diverse team with a breadth of experience can bring different perspectives and expertise to the role. This indicates their ability to handle different types of businesses and understand their specific needs.

Ability to deal with urgent items

Responsibilities may include late-night activities such as signing off legal documents. In these cases, the secretary team understands the urgency and works to ensure that the necessary documents are reviewed and released as soon as possible. This could involve releasing a positive news story or addressing a challenging situation, such as a company going into administration, and getting the information out to the market by early morning.

Another scenario where time-sensitive work arises is during the preparation of the annual report. After a full day of meetings, the directors may decide at the last minute that changes need to be made, and the report needs to be finalized that evening. This can result in the team working late into the night, to review and sign off on the report. It then becomes their responsibility to pick up the work the very next morning and ensure that everything is in order.

The company secretary team is accustomed to these time-sensitive situations and is prepared to handle them efficiently. They understand the importance of meeting deadlines and responding promptly to urgent requests, even if it means working outside of regular office hours.

Dedicated team

Having dedicated teams or personnel known to the company is beneficial. This ensures continuity and consistency in the provision of company secretarial services, even in the case of sickness or holidays. It also allows for a deeper understanding of the company's operations and culture.

Communication and collaboration skills 

The Company Secretary should possess strong communication and collaboration skills. They will be interacting with various stakeholders, including board members, management, regulators, and external service providers. Effective communication and collaboration are essential for building relationships and facilitating smooth operations.

Team utilisation and visibility

Efficient team utilisation is another important aspect to look for. Are they effectively utilizing their team members to provide timely and high-quality services? This ensures that there is sufficient capacity to handle client demands and that no one person becomes a single point of failure.

Visibility of the team is also crucial. You would want to see that there is a visible and accessible team that you can interact with. This ensures that there is ongoing communication and support throughout the engagement.

Continuous professional development

Additionally, it is important to assess the team's skills and development. Are they continuously improving their knowledge and expertise? Do they have a clear career path and opportunities for growth within the company? This indicates a commitment to professional development and ensures that you are working with a team that is up-to-date with the latest governance and regulatory obligations.

Attention to detail

Lastly, attention to detail and a sense of care are essential qualities. You would want to see that the team takes a proactive approach and pays attention to the smallest details. This demonstrates their commitment to providing a high level of service and treating your business as if it were their own.

By considering these factors, you can ensure that the outsourced company secretary service you choose is reliable, capable, and aligned with your specific needs and expectations.

Ocorian Company Secretarial Services

Our team of chartered company secretaries are professionally qualified and located in key jurisdictions across the world to provide a tailored, local service.
With deep knowledge of both listed and private funds, our experienced company secretaries help manage and comply with your fund’s legal and regulatory obligations, whilst ensuring the highest levels of governance.

From renewable energy and intellectual property to space technology and exploration, we work with a broad range of multi-jurisdictional alternative investment funds and corporations to alleviate the administrative challenge of changing rules and regulations.

Contact our company secretarial team for further information.