This half-day course is Part 2 of the course. It may be taken on its own or in conjunction with Part 1, which is run on the same day. Please see the outline for Part 1.
Part 2 considers the relationships crucial to the performance of any company, including those between members of the board amongst themselves, between the board and its committees, the board and the company’s executive management and between the board and the company’s shareholders. What facilities are required, by way of training or otherwise, to make these relationships work better - and how can the company secretary assist and add value?
The company secretary is sometimes described as the “conscience of the company”, sometimes the chairman’s right hand. A key part of the contribution which a company secretary can make to the proper and effective running of the company will be to act as an adviser to the board and individual directors in governance matters, and as a facilitator of good boardroom practice and the development of good shareholder relations. Board members and senior officers should also know what they may expect of the company secretary.
The course will examine the roles of the chairman, non-executive directors and the senior independent director (“the SID”), as well as the chief executive, the finance director, the risk officer and other senior executives, and of course the company secretary. It will be based around the new FRC Guidance on Board Effectiveness, relevant parts of the UK Corporate Governance Code and those sections of the syllabus for ICSA’s CSQS exam on Corporate Secretarial Practice which concern board and board committee meetings, general (shareholder) meetings and the company secretary’s role in relation to all of these (including the setting of agenda and the preparation of minutes).
The course will be of interest and benefit to company secretaries and those intending to become company secretaries, to board members and their professional advisers, and to corporate lawyers and others seeking a better understanding of how companies and boards may work effectively.
For those seeking a complementary course on the basic role and responsibilities of the company secretary, and covering the principal topics in company law and compliance with which the company secretary may be concerned, reference is made to Part 1 of this course here.