1.1.3.3 Company Secretary

General description

The Cochrane Collaboration is a registered charity in the UK. The Collaboration is required to have a Company Secretary under UK charity law.

Responsibilities

The information in this section is taken from an official document issued by Companies House in the UK:

The duties of a Company Secretary are not specified by the [Companies] Act [1985], but are usually contained in her/his contract of employment.

Special duties

As the Company Secretary is an officer of the company under section 744 of the Act, he/she may be criminally liable for defaults committed by the company, e.g. failure to file, in the time allowed, details of any change in the company’s directors’ and secretary’s details and the company’s annual return.

The Company Secretary may also have to make out a statement of the company’s affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding up order is made (sections 47 and 131 of the Insolvency Act 1986).

Other duties

In addition, the Company Secretary usually undertakes the following duties 

1. Maintaining the statutory registers. These are the:

•  

  • Register of members (section 352)

  • Register of directors and secretaries (section 288)

  • Register of directors’ interests (section 325)

  • Register of charges (section 407)

  • Register of interests in shares (for public companies only)

2. Ensuring that statutory forms are filed promptly. The Company Secretary cannot simply send a letter to notify the Registrar of Companies of the wish to change the situation of the company’s registered office, or about changes have been made among directors or secretaries or their particulars. Forms 287 and 288a/b/c should normally be used as appropriate. The annual return form 363s may also be used in some circumstances if due at the convenient time. Changes of details of directors and secretaries must be notified within 14 days. There are many other forms that need to be delivered to the Registrar of Companies.

3. Providing members and auditors with 21 days’ written notice of an annual general meeting, and 14 days’ written notice of a meeting other than an annual general meeting, or a meeting to pass a special resolution. For an unlimited company, the written notice required is seven days.

4. Sending the Registrar of Companies copies of every resolution or agreement to which section 380 applies, e.g. special and extraordinary resolutions.

5. Supplying, not less than 21 days before a meeting at which the company’s accounts are to be presented, a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings: section 238 of the Act.

6. Keeping, or arranging for keeping, minutes of directors’ meetings and general meetings.

7. Supplying copies of the company’s accounts and other documents to those entitled to them, and ensuring that people entitled to do this can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company’s register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.

Although it is no longer a requirement for a company to use a company seal, if it does so the Company Secretary is usually responsible for its custody and use.

The Act does not give the Company Secretary any specific powers, but it does allow her/him to sign the following re-registration applications:

• the re-registration of a limited company as unlimited: section 49(4) of the Act;

• the re-registration of an unlimited company as limited: section 51(4);

• the re-registration of a public company as a private company: section 53(1)(b); and

• the re-registration of a private company as a public company: section 43(3).

The Company Secretary is also allowed to sign most of the forms prescribed under the Companies Act.

The rights of a Company Secretary depend on the terms of her/his contract with the company. The Company Secretary has no special rights under the Companies Act.

Accountability

The Company Secretary is accountable to the Steering Group and to The Cochrane Collaboration as a whole, as well as having legal responsibilities in the UK.

Qualifications

No specific qualifications are required for being the Company Secretary.

Recruitment process

The Steering Group selects the person to be Company Secretary, usually in consultation with the Directors of the Trading Company (since it is likely to be most practical for the same person to be Company Secretary for both The Cochrane Collaboration and The Collaboration Trading Company).

Term of position

The Company Secretary relinquishes these responsibilities at her/his own request or at the request of the Steering Group.