The Modern Company Secretary

1
The Modern Company Secretary

• David J. Jackson
• Company Secretary, BP p.l.c.

Moscow, June 2006
2
Overview

• Role of the Company Secretary
• The Company Secretary and the Board
• The Company Secretary and an IPO
• The Company Secretary and Investors Continuing
  Obligations

3
The Role of the Company Secretary

• Background and Evolution
• Historical
• Evolution of the Role in the UK and other
  Jurisdictions
• Current Statutory/Regulatory Position
• Quoted/Non Quoted Companies
• UK Combined Code
• Role of Professional Associations - ICSA

4
The Role of the Company Secretary

• Current Influences on the Role
• Size of Company
• Governance System of Company
• Nature of Board and Committee Support
• Relationship with the Chairman
• Independent Advisor to Board or Executive with
  Dual Reporting
• No one Model
• Accountability from Statute or From Board

5
The Role of the Company Secretary
Attributes Challenges

• Integrity/Honesty
• Discretion
• Judgement
• Credibility
• Confidence
• Being Heard
• Keeping Up-to-date
• Adding Value

6
The Role of the Company Secretary

• The BP Model
• Principles based Conceptual Model
• Clarity of Roles Chairman, Chief Executive Brand
• Board focussed on Unique Tasks
• Policy
• Strategy
• Monitoring
• Strong Non-executive Presence on Committees
• Delegation subject to limitations
• Independent Secretary

7
The Company Secretary and the Board

• The Governance Framework of the Company
• Chairman
• CEO
• Company Secretary
• Executive/Non-executive
• Reporting Line
• Role of Board
• Strategic
• Decision Making
• Monitoring
• Balance of Functions
• Initiation Rights
• Role of Committees

8
The Company Secretary and the Board

• Before the Meeting
• Agenda
• Follow-up Items from Previous Meetings
• Papers
• Review
• Timely Circulation
• Presentations
• Chairmans Briefing

9
The Company Secretary and the Board

• During the Meeting
• Orderly Running of Meeting Presenters on Time
• Advice to the Chairman
• Points of Order/Issues of Conflict

10
The Company Secretary and the Board

• After the Meeting
• Minutes
• Communication of Actions
• Security of Documentation Who clears the Table

11
The Company Secretary and the Board

• Between Meetings
• Chairmans Advice
• Correspondence
• Requests for Information from Non-executives
• Reactive
• Proactive
• Interface with Executive Management
• Forward Agenda for Future Meetings

12
The Company Secretary and the IPO

• Establish Role in the Team
• Direct the Traffic
• Conduct between Board and Advisors/Regulators
• Requirements of Regulatory Regime
• Listing Rules
• Prospectus Directive
• Directors Duties
• Clear advice on Duties and Liabilities
• Document Review and Verification
• Timetabling of Documents and Scheduling of
  Meetings
• Liaison with Chairman

13
The Company Secretary and Investors

• Transparency/Disclosure
• Level Playing Field/Equality of Treatment
• Regulatory Regimes determined by Listing
• Listing Rules
• Market Abuse Directive
• US Regulation FD
• Philosophy of Markets
• US
• UK

14
The Company Secretary and Investors

• Annual Report and Accounts
• Content
• Liability
• Periodic Reporting
• Quarterly
• Half-yearly
• Annual
• Announcements
• Disclosure Committee

15
The Company Secretary and Investors

• Responsibility for Approval
• Executive
• Board
• Relationship with Investor Relations/Press
  Relations
• Internal Communication

16
The Modern Company Secretary

• Wide range of Possible Roles Core Skills
• Clarity of Roles is Key
• Chairman is the Main Client
• A mere servant or the conscience of the
  Company or the Chairmans Chief of Staff