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The Modern Company Secretary

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The Company Secretary and the Board. The Company Secretary and an IPO ... Orderly Running of Meeting Presenters on Time. Advice to the Chairman ... – PowerPoint PPT presentation

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Title: 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
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