Case Studies
Over the past two years we have provided interim cover on a number of occasions ranging from a few days to a few months, to a FTSE1—banking group. Work undertaken by the secondees included updating Blueprint and share option records, providing board meeting support, registering overseas companies, preparing dormant accounts for subsidiary companies, e-filing batch annual returns and helping update precedents including resolution templates and new articles.
We are engaged by a leading software and service provider in the financial sector to provide holiday cover for six weeks to help with routine annual compliance and Blueprint updating, collating board packs, maintenance of overseas companies, liaising with various parties from different countries for change of directors in 10-15 overseas subsidiaries, reviewing and updating articles of association and generally assisting the company secretarial team.
We were engaged by a further FTSE 100 bank to give assistance to the board support team during particularly busy periods of the year. Work included helping to collate and distribute board packs, arranging both scheduled and ad-hoc meetings and drafting routine minutes for subsidiary companies.
One of our qualified company secretaries was seconded to a large Plc for a 6 month period (2 to 3 days per week) to cover maternity leave. Work undertaken included routine company secretarial work for both UK and overseas companies, assisting with ad hoc tasks where necessary and liaising with the finance team, the directors and company’s advisers on all company secretarial matters. Following acquisition through scheme of arrangement, the company secretarial work was passed to us and we now deal with it on an outsourced basis.
We have provided company secretarial assistance on numerous occasions to a large listed company on an ad hoc basis, usually as cover for holidays and sick leave. Work undertaken includes updating company records on the GEMS database, monitoring the statutory compliance of the subsidiary companies and drafting minutes and other documents for the in-house team as and when necessary.
We provided a qualified company secretary to a top 30 FTSE 100 company for 3 months (5 days per week) to assist their secretariat team. Work included corresponding with the directors of all the subsidiary companies to correlate schedules of directors’ interests and producing minutes to approve any interests, assisting with renewal of consumer credit licences, Blueprint maintenance and the production of routine board minutes and dormant accounts.
An Assistant Company Secretary was provided for a period of nine months to a major UK insurance group following a merger. The secondee attended to a variety of matters including FSA reporting; DTR and Takeover Code-related investment monitoring; adoption of the UK Corporate Governance and Stewardship Codes and reporting on compliance; updating and expanding non-executive director handbooks and induction; and revising the delegated authorities matrix, as well as addressing expected regular day-to-day compliance and departmental issues in a FTSE 250 company.
Secondment.
We are currently engaged by a FTSE 100 utility company to provide ongoing routine secretarial support to the group which consists of approximately 60 companies. Apart from carrying out work such as maintaining the statutory registers, filing annual returns for group of companies and drafting routine minutes to approve the signing of annual accounts, etc, we are also involved in ad hoc projects and provide board updated and CPD training to the company.
A FTSE 250 company in the property development sector has engaged us to undertake the routine company secretarial work for 306 subsidiary companies. Work undertaken includes routine compliance work such as completing formalities in relation to the appointing and resigning of directors of the group of companies and the production of monthly reports as well as larger projects.
We are engaged by a large public company, comprising 13 UK registered companies, to carry out routine compliance work. We also provide additional assistance with matters including dissolving inactive subsidiary companies, providing guidance on the display and disclosure of company names, providing advice regarding data protection and supplying information regarding the legal and regulatory framework of foreign registered companies, etc.
Projects have been passed to us by a number of large listed public companies to dissolve dormant subsidiaries, as part of complex restructuring exercises. The work includes assisting with pre-dissolution due diligence, drafting documents to approve dissolution and, where necessary, record the transfer of assets and capital reductions, etc, prior to dissolution.
As company secretary to a large private group engaged in the leisure industry consisting of approximately 40 companies, we attend and take the minutes of board meetings and meetings of the committees and advise on the convening and conduct of the AGM and other corporate governance matters. We advise the board on all aspects of company law and also provide assistance with ad hoc projects such as restructuring within the group and legal compliance issues generally.
We frequently conduct statutory reviews for companies prior to stock exchange listing. The work includes reviewing all the current records to find and issues that may affect the companies’ ability to list, and carrying out any remedial work necessary to bring their records up to date. We are often retained by these companies to provide both routine and ad hoc company secretarial services following listing.
Company Secretarial.
We currently are appointed to attend and take the minutes of the monthly board meetings and the meetings of the committees and advise on the AGM and other corporate governance matters, such as compliance with the Combined Code, Company Law, etc.
FTSE small cap.
We are appointed company secretary to a renewable power company and, in addition to attendance at board and committee meetings, have been heavily involved in the transactions of the company, including, updating the company's articles of association, announcements, assisting in securing a successful defeat of resolutions proposed by a disgruntled shareholder wishing to remove the board, capital reductions, asset disposals and takeover bids. We are in frequent contact with the company's other professional advisers, in particular, the company's share registrars, NOMAD, auditors and lawyers, to discuss the transactions and ensure that they are addressed and executed appropriately.
AIM listed company.
We are actively engaged as the company secretary to a group that is the managing agent of two Lloyd's syndicates, which was listed on the London Stock Exchange until two years ago, when its listing was cancelled following a friendly takeover of the group. During the takeover, we assisted in providing guidance on the Takeover Code and making the necessary announcements.
We still attend the board meetings of the two main operating companies, as well as the meetings of the committees. When the company was listed, we made announcements on notifications received of shareholdings in the company, administered one of the share option schemes, prepared and filed the share schemes returns with HMRC and liaised frequently with the group's share registrars and other share schemes providers.
Since the company became wholly owned, we have assisted in the re-registration of the group as a private company and have provided advice on incorporating subsidiary companies in other jurisdictions (Singapore, Canada and Washington State).
Large private company, previously FTSE 250
We act as company secretary and deal with the full complement of corporate legal compliance services including the register of members through our share registration division, SLC Registrars.
Included in the services we provide, is support to the board on all aspects of company law, assisting the finance director whenever requested to provide information to be included in the board packs, attendance at board and committee meetings to minute them and to be on hand to deal with any point of company law that may arise, preparation of the AGM notice and assistance to ensure the smooth conduct of the meeting.
Maintaining a rolling 18 month calendar of key dates circulated in each board pack and on an ad hoc basis, assisting in the preparation of certain announcements to be released to the Stock Exchange in respect of matters required to be announced under the AIM Listing Rules, and dealing with various ad hoc company secretarial and corporate legal compliance issues generally.
AIM listed
We are appointed company secretary of a company which also has listings in Canada and Botswana. Routine services include; routine compliance work, maintenance of statutory books and registers, administration of share option plan, ensuring compliance with company law and AIM rule requirements, preparing announcements for release to the market, attending and minuting proceedings at board and committee meetings, preparing documentation to facilitate holding of AGM and general meetings, assisting with amendment of articles of association and assistance with HMRC matters such as filing form 42 and VAT returns.
Involved pre-listing e.g. setting up registered office, phone lines, advising on dealing policy, confirming statutory information in AIM application.
AIM listed
We are engaged to provide routine company secretarial support to the group which consists of approximately 35 companies. A number of these companies are overseas companies and we will act as a central point of contact for these companies and establish links with the current agents.
We administer the share option schemes, of which there are quite a number. When there is a grant, lapse or exercise we will attend to the various administrative duties and reporting obligations.
Drafting routine announcements to LSE, for example TVR, Directors’ Holdings, and Notifications of Changes to Major Shareholdings and releasing these via RNS.
There is an EBT company for which we provide administrative support preparing the documentation required by Equiniti to effect the transactions.
FTSE Fledgling
Provision of template CA2006 articles of association for use by their subsidiary companies.
FTSE100
Review and update of listed company articles of association for adoption at AGM, assisting with drafting resolution and notes for the notice.
FTSE small cap
Providing interim cover for 3 months for 5 days a week. Responsible for a portfolio of subsidiary companies in terms of updating Blueprint (statutory records), arranging board meetings, preparing dormant accounts and helping update precedents.
FTSE100
Providing interim cover for 2-3 months specifically to help with a re-structuring project, making sure all the papers and documents were in order and had been signed correctly and then entering the transactions on Blueprint.
UK subsidiary group of US multi national
We provide white-labelled and direct company secretarial support for the clients of what is now a specialist department within a top-ten accountancy firm. Examples of where our services have perfectly ‘dove-tailed’ with the tax-law and practice consultancy service provided to professionals by this firm include demergers, share-for-share exchanges and the establishment of EMI and other types of share option scheme.
We have established a robust but flexible set of procedures for preparing proposals in respect of those matters on which we are asked to assist and have been able to provide added value to their service-portfolio in areas that many accountants have limited experience in and in which our economies of scale make a combined, centralised service very efficient and cost-effective.
(Chartered Accountants)
