Area of work ยท II
Corporate Governance & Compliance
Board processes, statutory registers, annual and secretarial standards and compliance frameworks that withstand scrutiny.
A company’s legal position is largely the result of decisions taken by its board and shareholders, and of how those decisions were recorded. Governance is the discipline of taking decisions properly and keeping the record that proves it. Compliance is what keeps that record in order with the Registrar of Companies and other authorities.
Where this arises
- Board and general meetings, resolutions and minutes.
- Annual filings with the Registrar of Companies and the statutory registers that support them.
- Appointment, resignation and disqualification of directors.
- Related party transactions, loans and guarantees that need specific approvals.
- Putting records in order before an investment, a sale or a due diligence exercise.
What the work involves
Designing the calendar of approvals and filings a company needs; board and shareholder procedure; secretarial standards; statutory registers; secretarial compliance reviews and audits; and reconstructing records where gaps have built up.
Points that are often missed
- Directors are personally exposed to the consequences of missed filings. Failure to file financial statements or annual returns for three continuous financial years, for example, can lead to disqualification of directors.
- Resolutions that need a special majority usually also need to be filed. A decision that was properly taken but never filed can still cause difficulty later.
- Records that look minor at incorporation tend to become important when the company is investigated, sold or disputed.