Our business is to help you take care of your business. Throgmorton Outsourcing Services. Company Secretarial Services

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1 Our business is to help you take care of your business Throgmorton Outsourcing Services Company Secretarial Services

2 The concept of outsourcing Outsourcing has become increasingly popular among both large and small businesses. At one time outsourcing was the preserve of the biggest companies. SMEs have now realised that outsourcing can allow them to manage their time and budgets thus allowing them to concentrate on business growth and development. Some businesses may not have the internal resources to meet the demands of statutory requirements (eg. legal, tax, HR, health & safety, payroll, bookkeeping and expenses) and look to an outsourcing solution. Outsourcing is known to be an excellent cost-cutting measure but in today s business world it is also seen as a strategic planning tool. Why outsource? There are many reasons why businesses choose to use outsourcing services: Lower costs created through economies of scale Budgetary control Convenience Higher quality of service (tried and trusted) Greater business flexibility Management able to concentrate on core business Reduction of risks More control over deadlines/delivery dates Fast set-up of service Control and efficiency Just a call away expertise and up-to-date knowledge Less dependency on internal resource & staff Reduction of time spent on administration Support that increases or decreases to meet the demands of your business Throgmorton offers a full range of corporate management services (financial management, tax, financial regulation, human resources, immigration, payroll, health & safety and company secretarial services). Clients include multi-nationals, listed companies and SMEs. We have an excellent reputation and very good working relationships with all of our clients. We are committed to meeting your needs as quickly and efficiently as possible. Whether you are an established business looking to outsource business processes or a start-up business looking for comprehensive advice and assistance, we can help. We will be happy to discuss your particular requirements and tailor a package to suit you. Lots of choice, so why Throgmorton? Outsourcing what a business cannot do for itself these days is a matter of survival

3 Company Secretarial Services How we can help Throgmorton prides itself on providing a comprehensive and highly professional company secretarial service to all of its clients. Each client is allocated a dedicated, qualified company secretarial consultant. Our team have wide ranging business and management experience and are able to offer expert, practical advice and assistance on running corporate secretariat. We cater to all types of businesses whether they be structured as Limited Liability Partnerships (LLP) or public and private limited companies. Director responsibilities As a company director and/or shareholder you have statutory obligations under various legislation including Companies act Failure to comply with legislation could result in the company and its officers facing consequences such as: prosecution financial and custodial penalties imprisonment disqualification investigations by the Department for Business, Enterprise & Regulatory Reform (BERR). Below are the statutory requirements for owning a Limited company or a Limited Liability Partnership. Have you considered how much time and resource is needed to meet these statutory obligations? Main Statutory Requirements for LIMITED / LLP File annual return each year File accounts each year File changes to statutory records maintained at Companies House Minute books Your Business LIMITED or LLP? In addition: LLP Partnership Agreement LLP Deed Register of members LIMITED Register of directors, register of shareholders Memorandum and Articles of Association Why not outsource your company secretarial services to Throgmorton and let us take care of your statutory obligations and ensure your business entities are compliant. Services Incorporations: PLCs, Limited Companies and LLPs Statutory filings in compliance with Companies Act Maintenance of records on company secretarial database Acting as company secretary Registered office/uk postal address Preparation of minutes, resolutions and related documentation Share registration Branch/place of business registration Attendance at directors, shareholder and partnership meetings and committee meetings Legal entity restructure review Capital structure Audit of statutory books Data Protection Act registration Act as Process Agents Administration of share and share option schemes Corporate governance Winding up

4 Other Services Branch/place of business registration Non-UK businesses that require a UK address in order to set up a subsidiary within the UK often choose to pay for a UK registered office address. By using Throgmorton as a business s registered address, all formal mail is sent direct to our office. We monitor all client mail and post onwards as per instructions. Many businesses find this service useful as it also allows them to avoid spam mail or sales contacts. Attendance at director, shareholder and partnership meeting As Company Secretary we can contribute to your business by ensuring that the arrangements for such meetings are carried out in a methodical manner and all necessary meeting information is supplied to relevant parties in good time. We assist clients with the board papers preparation prior to meetings. We can attend meetings in the capacity of Company Secretary (if required), take minutes, draft and circulate to relevant parties for agreement and signature. Legal entity restructure review Large and medium sized businesses often have a group structure comprising many subsidiaries. The structure may have arisen through acquisition or other historic reasons but may not be the best for the current business. Keeping subsidiaries alive can be costly in both management time and administrative expense. We can carry out a complete review of your legal entity structure, make recommendations for rationalisation and implement a restructuring plan. Capital structure We advise on optimal capital structures; we draft resolutions and related documentation for debt and equity structures, such as ordinary shares, shares with class rights, foreign currency denominated shares, preference shares and subordinated, senior, junior and mezzanine debt. Administration of share and shareoption schemes We use specialised share options software to maintain records of all participants and their holdings which allows the process of grant, exercises and lapses. The software is able to generate customised reports as requested by clients. We also draft and file annual HMRC Annual Returns on client s behalf. Corporate governance Corporate governance has become increasingly important with the publication of various reports over the last 20 years including Cadbury, Hampel, Greenbury, Turnbull and most recently Higgs and Smith reviews. Whether you are a plc or a private limited company, an optimal governance structure can help ensure the efficient running of your board and provide the structure for an effective decision making process within the business. There is a fine balance between stakeholder and shareholder involvement in a business. There are general codes of corporate governance that affect this relationship and associated responsibilities. We can advise you on corporate governance and help you implement the right structure for your business best practice. We will work with you to monitor and ensure compliance with all legal and procedural requirements. Audit of statutory books We can carry out a complete review of statutory records, verify the current status of records at Companies House and file any outstanding items to bring the record fully up-to-date. We can then transfer records to our electronic database for regular maintenance and punctual future filing.

5 Case Studies Case study 1 Clients - Hedge fund managers OUTSOURCING corporate ADMINISTRATION TO CONCENTRATE ON INVESTMENTS Hedge fund managers are viewed as a niche market but in terms of their corporate compliance and governance the requirements are the same as any other incorporated entity operating within the UK. Throgmorton has been providing company secretarial services to the hedge fund sector since its incorporation in Hedge fund managers require standard company secretarial services but may on occasion take advantage of our specialised services eg. Capital structure, Company Secretary attendance at board meetings. We can assist in reviewing LLP deeds, attend committee meetings such as risk management. We can also provide the services of professional directors and designated members if required. Throgmorton has a multi-disciplinary infrastructure in place. The company secretarial consultants work closely with their colleagues in the accounting, tax, HR and payroll departments where necessary to maintain a focussed team support. Case study 2 Client - A global biopharma company focusing on CNS and Immunology therapies SUPPORT WHEN AND WHERE YOU NEED IT The client originally approached us to check and update their statutory company books. On successful completion, the client then requested ongoing company secretarial support. We have been supporting this client with a combination of bi-monthly site visits and remote off site support since Acting as assistant company secretary, our duties include day-to-day secretarial work for the client s UK subsidiaries, processing annual returns, drafting and filing annual accounts, drafting ad hoc minutes and keeping their webbased secretariat system up-to-date. We provide a flexible service in line with the company s changing needs. Case study 3 Client - A FTSE 250 company NO ORDINARY TASK, MAINTAINING A PLC s GROUP STRUCTURE CHARTS Our client asked us a few years ago to produce frequent structure charts in respect of their hundreds of subsidiaries. We maintain a database of contact addresses for each subsidiary to ensure we receive up-to-date information ahead of compiling each chart. The chart documents are extensive and consist of: A written summary of all new companies added and deleted, and those companies which have undergone shareholding, name and status changes A document which breaks down into diagrammatic schedules each part of the structure An index of all companies with their page number stated A wall-chart is also produced to provide a view of the whole group structure on one large sheet. Case study 4 Client - A US international brand management holding company based in the Thames Valley. (Many of their brands are household names known around the globe.) FIRST TIME TO OUTSOURCE Our client had a re-organisation of staff in 2006 at which point they decided to outsource their UK company secretarial function. As Throgmorton had done ad hoc work for this client previously we were asked to submit a tender for the full company secretarial function which was later accepted. Throgmorton provides day-to-day company secretarial assistance with both active and dormant UK companies. We also assist with ad hoc project work, corporate governance, and liaison with the US parent company and other departments within the company. Throgmorton is currently working closely with our client to ensure that their company is compliant with the Companies Act Case study 5 Client - International insurance loss adjusting & risk management services company A CONTRACT DEADLINE - 3 DAYS TO AUDIT GROUP COMPANIES RECORDS Our client approached Throgmorton, on recommendation from the ICSA, for urgent outsourcing support. Updated and accurate corporate records were required by the company s lawyers for nine companies within 3 days. A full assessment of the company s requirement was carried out, followed by a full audit on the companies records Appropriate resourcing was allocated. The companies manual historical records were transferred onto Throgmorton s secretariat database and a full comparison with the data held at Companies House was performed. A list of issues were identified and submitted to the client together with recommended solutions. All issues were resolved and records forwarded to the lawyers The company expressed its gratitude to Throgmorton for a job well done and commented that their lawyers were impressed with the presentation of the data and the efficiency of the service

6 What our clients say: David Bruce CFO Cunningham Lindsey Throgmorton were able to assist us in meeting an unforeseen tight deadline in respect of an internal project. They were recommended to us by the ICSA. They were quick to respond and provided a thorough and professional service. I was happy to extend my gratitude for a job well done which assisted us in completing the project on time. The opportunity provided a definite scope for developing an ongoing relationship with Throgmorton. Throgmorton offers a full range of outsourcing services and we would be happy to discuss your business and it s needs at a free, initial consultation. Financial Management Bookkeeping Invoice processing Financial statements Management accounts Budgets and forecasting Cash flow management Supplier payments Tax Corporation tax compliance Partnership tax compliance Income tax compliance Employee remuneration planning Expatriate tax services VAT compliance and advice General tax advice HR Services HR Review Services Employee Handbook Guidance & Assistance on all HR matters General advice on best practice HR Updates / Briefings Payroll Registration with HMRC Dedicated Payroll Manager Rapid payroll turnaround Year end reconciliation and online filing Support and guidance on all payroll queries Immigration Sponsors Licence Applications Day-to-day management of Sponsors System Tier 1 & 2 Applications Visa Renewals Workers Registration Scheme Compliance Audits & Documentation H&S H&S Policies and Procedures Risk Assessments including Annual Reviews Training of personnel Telephone and on-site assistance Gary Link Stoneworks Asset Management LLP This year s audit was very easy for us in most part due to your excellent support. Our Auditors were really complimentary of your work. We thank you very much. Craig MacDougall Head of Risk CCBC (London) Limited Throgmorton partnered us from a very early stage of building our business; they provided us with intricate guidance on specific matters which required detailed knowledge of the UK Companies Acts and an understanding of the processes for dealing with Companies House. They have acted as secretary at our Board Meetings where they helped draft the agenda and took minutes. They also provided unexpected added value by helping us to organize a small offsite event, dealing with nearly all the administration at a reasonable price. We have found their services invaluable; they have freed our senior management to concentrate on other matters whilst Throgmorton got on with their job in a calm and highly professional manner. We have no hesitation in commending Throgmorton s services to the wider market. Contact our offices Throgmorton UK Limited 33 St James s Square London SW1Y 4JS Tel: +44 (0) Throgmorton UK Limited Portman Road Reading Berkshire RG30 1EA Tel: +44 (0) Throgmorton Inc. 675 Third Avenue Suite th Floor New York NY10017 Tel: