The performance of a Company Secretary in a Charitable Company can be critical to the success of the organisation.
As an “officer” of the company the post holder shares many of the responsibilities of the directors – yet (often) they are not a member of the board. They do not need to be professionally qualified – yet they are expected to be familiar with many aspects of the law, finance and business management. They are expected to carry out the decisions of the board and follow their directions – yet in many scenarios they are similarly expected to manage the board, its members and its business.
Know your organisation
The Articles of Association contain the “rules” relating to your organisation. Not only should you be familiar with it but you should be in a position to advise the board on its content and interpretation. A Company Secretary also needs to know how the document can be changed and the consequences of such changes.
Report to regulators
All companies have a responsibility to submit documents to Companies House annually. Charitable companies also have responsibilities to report to the Charity Commission and maintain their entry in the register of charities. There are strict timetables relating to submission. There are rules relating to what documents should be filed and what they should contain. The size of an organisation will have an impact on what has to be sent. But there are specific events which may happen during the yearly cycle that will require further submission to the regulators. These will invariably have a very strict timetable to comply with the law. You also need to be aware of other regulators that may need to be informed of company activities.
Know the law
It would be almost impossible to list all the laws that might impact on the running of a charitable company; and yet, as a company secretary you will be expected to advise the board on the relevance and impact of legislation when appropriate. You need to know where and how to access information regarding, the running of a company, running a charity, employing (and terminating the employment of) staff, owning property, entering into business agreements, fundraising etc., etc. And there are even laws that stipulate how you should prepare your accounts.
It will be your responsibility to ensure that the board meets and carries out its responsibilities in accordance with the rules of the company. Dates have to be set, venues booked, papers prepared and sent out. You must also comply with the law regarding the recording of decisions taken by the board. Minutes form a critical part of this process. The Company Secretary must ensure that proper minutes of meetings, delegated sub-committees as well as full board meetings, are taken, agreed and retained as a formal record of board activity. As Company Secretary you will also be expected to facilitate general meetings of the company.
Ensure policies and procedures are developed and followed
Some policies must be in place irrespective of the size of your company and the activities you undertake, health and safety, risk management, records management and conflict of interest to name a few. Some will be necessary specifically because of your size or what you do, for example safeguarding, IT security or social responsibility. But the majority of your policies will be in place because you want your organisation to be effective and efficient. You, together with the directors, have a legal responsibility to manage the charity’s resources as well as you can. The quality of your policies and the extent to which they are implemented will undoubtedly have a considerable bearing on how well you achieve this.
In Duties of a Company Secretary, Alan Clarkin illustrates how these issues can be effectively managed.