ACCA F4 - Corp and Business Law (ENG)

294 19: Other company officers  Part F Management, administration and regulation of companies

Study guide

Intellectual level

F Management, administration and regulation of companies^

2 Other company officers

(a) Discuss the appointment procedure relating to, and the duties and powers

of, a company secretary

2

(b) Discuss the appointment procedure relating to, and the duties and rights of

a company auditor and their subsequent removal or resignation

2

Exam guide

Exam questions on company secretaries may hinge on an application of agency law so it is important to

revise this area if you are not certain about it. Questions on auditors may focus on their role and rights,

duties and removal.

1 The company secretary

Every public company must have a company secretary, who is one of the officers of a company and may

be a director. Private companies are not required to have a secretary.

Every public company must have a company secretary, who is one of the officers of a company and may

be a director. Private companies are not required to have a secretary. In this case the roles normally done

by the company secretary may be done by one of the directors, or an approved person. The secretary of

state may require a public company to appoint a secretary where it has failed to do so.

1.1 Appointment of a company secretary

To be appointed as a company secretary to a plc, the directors must ensure that the candidate should be

qualified by virtue of:

 Employment as a plc's secretary for three out of the five years preceding appointment

 Membership of one of a list of qualifying bodies: the ACCA, CIMA, ICAEW, ICAS, ICAI or CIPFA

 Qualification as a solicitor, barrister or advocate within the UK

 Employment in a position or membership of a professional body that, in the opinion of the

directors, appears to qualify that person to act as company secretary

They should also have the 'necessary knowledge and experience' as deemed by the directors.

A sole director of a private company cannot also be the company secretary, but a company can have two

or more joint secretaries. A corporation can fulfil the role of company secretary. A register of secretaries

must be kept. Under UK Corporate Governance guidelines the appointment of the company secretary is a

matter for the board as a whole.

1.2 Duties of a company secretary

The specific duties of each company secretary are determined by the directors of the company. As a

company officer, the company secretary is responsible for ensuring that the company complies with its

statutory obligations.

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