ACCA F4 - Corp and Business Law (ENG)

Part F Management, administration and regulation of companies  19: Other company officers 295

In particular, this means:

 Establishing and maintaining the company's statutory registers

 Filing accurate returns with the Registrar on time

 Organising and minuting company and board meetings

 Ensuring that accounting records meet statutory requirements

 Ensuring that annual accounts are prepared and filed in accordance with statutory requirements

 Monitoring statutory requirements of the company

 Signing company documents as may be required by law

Under UK Corporate Governance guidelines the company secretary should:

 Ensure good information flows within the board and its committees

 Facilitate induction of board members and assist with professional development

 Advise the chairman and the board on all governance issues

1.3 Powers and authority of a company secretary

The powers of the company secretary have historically been very limited. However, the common law

increasingly recognises that they may be able to act as agents to exercise apparent or ostensible

authority, therefore, they may enter the company into contracts connected with the administrative side of

the company.

Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd 1971

The facts: B, the secretary of a company, ordered cars from a car hire firm, representing that they were

required to meet the company's customers at London Airport. Instead he used the cars for his own

purposes. The bill was not paid, so the car hire firm claimed payment from B's company.

Decision: B's company was liable, for he had apparent authority to make contracts such as the present

one, which were concerned with the administrative side of its business. The decision recognises the

general nature of a company secretary's duties.

2 The company auditor

Every company (apart from certain small companies) must appoint appropriately qualified auditors. An

audit is a check on the stewardship of the directors.

Every company (except a dormant private company and certain small companies) must appoint auditors

for each financial year.

2.1 Appointment

The first auditors may be appointed by the directors, to hold office until the first general meeting at

which their appointment is considered. Subsequent auditors may not take office until the previous auditor

has ceased to hold office. They will hold office until the end of the next financial period (private

companies) or the next accounts meeting (public companies) unless re-appointed.

Appointment of auditors

Members  Usually appoint an auditor in general meeting by ordinary resolution.

 Auditors hold office from 28 days after the meeting in which the accounts are laid until

the end of the corresponding period the next year. This is the case even if the auditors

are appointed at the meeting where the accounts are laid.

 May appoint in general meeting to fill a casual vacancy.

Directors  Appoint the first ever auditors. They hold office until the end of the first meeting at

which the accounts are considered.

 May appoint to fill a casual vacancy.

FAST FORWARD