问题：In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company.

　　答案：This question requires candidates to consider the important role of the company secretary in relation to the operation of companies.

　　The corporate governance structure specifi es the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. The essence of corporate governance is to ensure that companies are properly run and that its offi cers are accountable and subject to control. Whilst it is usual to focus on directors when considering the idea of corporate governance, it should be remembered that company secretaries also have an important function to perform in relation to the proper conduct of company affairs.

　　Every public company is required to have a secretary, who is one of the company’s offi cers for the purposes of the Companies Act 2006 and who, in addition, may, or may not, be a director of the company. Private companies are no longer required to appoint company secretaries, although they still can do so if they wish.

　　Section 1173 Companies Act (CA) 2006 includes the company secretary amongst the offi cers of a company. Every public company must have a company secretary and s.273 of the CA requires that the directors of a public company must ensure that the company secretary has the requisite knowledge and experience to discharge their functions. Section 273(2) & (3) sets out the following list of alternative specifi c minimum qualifi cations, which a secretary to a public limited company must have:

　　– they must have held offi ce as a company secretary in a public company for three of the fi ve years preceding their appointment to their new position;

　　– they must be a member of one of a list of recognised professional accountancy bodies, including ACCA;

　　– they must be a solicitor or barrister or advocate within the UK;

　　– they must have held some other position, or be a member of such other body, as appears to the directors of the company to make them capable of acting as company secretary.

　　The duties of company secretaries are set by the board of directors and therefore vary from company to company, but as an offi cer of the company, they will be responsible for ensuring that the company complies with its statutory obligations. The following are some of the most important duties undertaken by company secretaries:

　　– to ensure that the necessary registers required to be kept by the Companies Acts are established and properly maintained;

　　– to ensure that all returns required to be lodged with the Companies Registry are prepared and fi led within the appropriate time limits;

　　– to organise and attend meetings of the shareholders and directors;

　　– to ensure that the company’s books of accounts are kept in accordance with the Companies Acts and that the annual accounts and reports are prepared in the form and at the time required by the Acts;

　　– to be aware of all the statutory requirements placed on the company’s activities and to ensure that the company complies with them;

　　– to sign such documents as require their signature under the Companies Acts. With specifi c regard to the Combined Code on Corporate Governance company secretaries are required:

　　– to ensure the fl ow of necessary information within the board of directors and its committees;

　　– to ensure that new board members are properly inducted into their positions;

　　– to ensure the professional development of company directors;

　　– to provide advice and guidance to the board and its chair on all matters relating to corporate governance.

　　Although old authorities, such as Houghton & Co v Northard Lowe & Wills (1928) suggest that company secretaries have extremely limited authority to bind their company, later cases have recognised the reality of the contemporary situation and have extended to company secretaries potentially extensive powers to bind their companies. As an example consider Panorama Developments Ltd v Fidelis Furnishing Fabrics Ltd (1971). In this case the Court of Appeal held that a company secretary was entitled ‘to sign contracts connected with the administrative side of a company’s affairs, such as employing staff and ordering cars and so forth. All such matters now come within the ostensible authority of a company’s secretary.’

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