Practical On-the-Job Skills for Company Secretaries

Transcription

1 Practical On-the-Job Skills for Company Secretaries Course outline Written and designed by: Les Shepherd FGIA Kevin Bourke FGIA, Non-Executive Director, CBHS Health Fund Limited Revised by: Bill Hundy FGIA, Corporate Lawyer and Company Director, Chair, Course review panel governance short courses Allan Luu, Corporate Counsel Governance Institute of Australia Ltd 2015 ABN

2 Copyright Copyright strictly reserved. No part of these course materials covered by copyright should be reproduced or copied in any form or by any means without the written permission of Governance Institute of Australia. Governance Institute of Australia Ltd 2015

3 Practical On-the-Job Skills for Company Secretaries COURSE OUTLINE This course provides participants with practical applications of the knowledge and skills which company secretaries and other governance practitioners typically require in the effective discharge of their role and responsibilities. First, it outlines the corporate governance framework in Australia, to provide a context for the company secretarial role. Then it outlines the evolution of the company secretarial role and examines the duties of the company secretary in detail, with a focus on meetings, compliance responsibilities and good practice. Four case studies have been included to give a practical and applied focus and to illustrate theoretical concepts discussed. COURSE CONTENT 1 Introduction 1.1 What is the background to this course? 1.2 What is the aim of this course? 2 The corporate governance framework 2.1 Theory of corporate governance 2.2 Principles of corporate governance 2.3 Practical corporate governance and the role of the company secretary 2.4 Corporations Act definitions 2.5 Sources of authority 2.6 Duties of officers and directors 2.7 Practical implications for the company secretary 3 The evolution of the company secretarial role 3.1 Historical development 3.2 Role as a mouthpiece 3.3 General authority to bind the company 3.4 Appointment 3.5 Termination 3.6 ICSA report Governance Institute of Australia 1

4 Practical On-the-Job Skills for Company Secrearies 4 Duties of the company secretary 4.1 Core duties 4.2 Statutory duties 4.3 Duties as an officer 4.4 Duties as an employee 4.5 Other obligations of officers 4.6 Financial reporting obligations 5 Case study 1 6 Directors and the company secretary 6.1 Appointment of directors 6.2 Duties of directors 6.3 Conflicts of interests: public companies 6.4 Conflicts of interests: proprietary companies 6.5 Decisions outside formal meetings 6.6 Relationship between the company secretary and the board 7 Case study 2 8 Case study 3 9 Meetings and the company secretary 9.1 Overview 9.2 Directors meetings 9.3 Members (general) meetings 9.4 Minutes 9.5 Role of the company secretary in meetings 2 Governance Institute of Australia

5 Practical On-the-Job Skills for Company Secretaries 10 Good practice and the company secretary 10.1 Duties and responsibilities 10.2 Group constitutions 10.3 Know the business 10.4 Telephone meetings and circulating resolutions 10.5 Intellectual property 10.6 Competition and consumer law 10.7 Safe custody 10.8 Insurance 10.9 Relationship with external advisers Corporate representatives Liaising with the board Keeping up-to-date 11 Dealings with ASIC 11.1 Structure of ASIC 11.2 Functions of ASIC 11.3 Dealings with ASIC 11.4 Investigations 12 Case study 4 13 Compliance responsibilities 13.1 Registered office and principal place of business 13.2 Company names 13.3 Change of name procedure 13.4 ACN: Australian company number 13.5 Registers 13.6 Annual extract of particulars 13.7 Raising capital 13.8 External administration 13.9 Listing Rule compliance 14 Conclusion Governance Institute of Australia 3

6 Practical On-the-Job Skills for Company Secrearies 15 Resources 15.1 Legislation and regulators 15.2 Standards and guidelines 15.3 Governance Institute resources 15.4 Reference books 15.5 Reports and journal articles 15.6 Other resources Appendices Readings 4 Governance Institute of Australia