CSP

Company Secretarial Practice

I shall be teaching this course for the Spring Semester, which comprises 13 Tuesday evening sessions and two Saturdays,

To help you, I enclose copies of the following:

• Lecture Schedule
• Syllabus

Lectures will comprise note-taking and discussion and will include overhead slides, handouts (a lot) and possibly a video. I shall set homework most weeks - these are voluntary. You can send them to me by email - in word format.

Homework is voluntary but I find it an effective feedback method to check both accuracy of your answer as well as examination technique

The course is very detailed and you will need, in most cases, to undertake additional reading in order to reach the required standard. Mere attendance at the lectures will not usually be enough.

If you are unable to attend a lecture, please ask a fellow student to get an additional copy of any handouts as last week's handouts will not usually be available.

If you have comments or queries not dealt with in the lesson, please talk to me in the break, after the lesson if there is time, or otherwise. My contact details are beolw.

I shall also try to arrange a half-day visit to a Registrar, and perhaps attendance at an AGM.

Please would you complete the questionnaire and the student information form.

Good luck

Roger Woolley

London Guildhall University
Department of Management and Professional Development

TEACHING PLAN

Reading Material

Corporate Secretaryship

AIM

A core responsibility of the Chartered Secretary is as Secretary to the Board. The aim of the module is to specify and assess the essential knowledge and skills involved in taking overall responsibility for the corporate secretarial function in small, medium and large-scale organisations. The practice of corporate secretaryship in this module extends to both the strategic and functional contexts, in advising the Board, in leading teams in secretarial best practice, in ensuring compliance with law and regulation, and in establishing efficient internal communication of Board decisions and external reporting.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

understand the scope, role and functions of corporate secretaryship and apply them within the employing or client organisation;

understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance;

ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organisation and its needs;

be aware of the ongoing responsibilities of the Secretary as an independent professional practitioner within the organisation, and be responsible for continuing personnel development within the secretariat;

be aware of, and be responsible for continuing self-development in corporate secretaryship as a professional practitioner.

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

Corporate Law

Management Practice

LEARNING CONTENT

The Secretary, the Board, and the Members

The role of the secretary: functions and duties before, during and after a meeting. Powers. Relationship with chairman and directors. The secretary as adviser to the chairman and the board.

The form and preparation of agenda; records, minute styles and best practice; reports; written resolutions; dissemination of information and decisions. Electronic and other forms of communication with shareholders and other stakeholders. The annual report: shareholder relations. The retention of records.

Corporate Compliance

Corporate compliance: company formation, memorandum and articles of association, the filing of company returns. Offences under the Companies Acts. Best practice in company governance. The Listing Rules; the Combined Code. Applications in statutory corporations, trusts and companies limited by guarantee.

Law and Practice of Meetings

Decision-making forums: forms, types and purposes of committees. Committees in companies, statutory corporations, trusts and companies limited by guarantee. Annual general meetings, extraordinary general meetings, class meetings, Board of Directors, Board committees and standing committees. Constitutional sources. Authority and accountability. Delegation of authority and responsibility. Executive discretion. Composition of, and role within committees. Co-option.

Meetings: conduct and management. Procedures: standing orders, rules of order and debate, motions, amendments and voting. Requirements of notice, quorum, agenda, papers and reports. Powers and duties of the chairman.

Share Registration

Regulation of the securities industry. Types of share and loan capital. Statutory registers and returns. The range of markets and their listing requirements.

The Company Registrar: principles and procedures in share and membership registration. The register of members; software applications. Procedures under technology based systems. Types of transfer forms and transfer registration procedures. Transmission of shares and registration of documents affecting title. Membership in companies limited by guarantee. Issue of share certificates; lost certificates. Indemnity, payment of dividends and interest. Scrip dividends. Stamp Duty and Stamp Duty Reserve Tax. Employee share schemes. New issues and take-overs. Purchase of own shares for treasury or cancellation. Redemption of shares.

Top of page | Home | ICSA Teaching | ACA

Contact details: