The following is a guide to inducting a new Secretary into the Company, covering initial matters to be attended to and on-going matters requiring attention soon afterwards:
A. Signed written consent to be given prior to appointment [Corporations Act section 204C(1)], including full name, any previous names (eg maiden name), residential address, date and place of birth
- Board resolution of appointment, including remuneration and other terms and conditions [CA sec. 204D]
- Similar process to be followed for subsidiary companies (where Company Secretary required)
- Announce Company Secretary change to ASX – as required by ASX Listing Rule 3.16.1
- Board should also consider appointment as ‘ASX ommunications person’ – L/R 12.6 (including ASX announcement of change)
- Up-date company web-site – details of company officers
- Lodge change with ASIC – Form 484
- Register with ASIC as company officer, or as agent (may be easier with several companies)
- Register with “asx on-line” – allows lodgement of ASX releases and up-date of company information on ASX web-site
- Register with Share Registry “issuer on-line” – to access share data, reports, shareholder information
- Review key company documents:
Constitution
Annual Report
Corporate Governance Statement Policies & procedures
- Review relevant reference material:
Corporations Act – specific public/listed company requirements ASX Listing Rules*
ASX Corporate Governance Principles
- Prepare sections of Annual Report:
Parts of Directors’ Report [Note: for public companies the Secretary’s name, qualifications and experience must be included – CA sec. 300(10)(d)]
Corporate Governance Statement Shareholder Information
and note:
Shareholders now have to ‘opt-in’ to receive A/R
Email addresses collected – to circulate availability of A/R on website
- Annual General Meeting – 28 days’ clear notice for listed companies
Prepare Notice of Meeting/Proxy Form (may require ASX ‘sign-off’ – L/R 15.1)
Liaise with share registry about NOM dispatch/proxies
Arrange venue
- Board meetings – prepare Secretarial Report each month
- Review duties and responsibilities
- Set up systems and procedures
- Ensure Company Secretary’s obligations under CA sec. 188 adequately covered
- Monitor Directors’ share trading to ensure compliance with CA sec. 205G and by lodgement of ASX Appendix 3Y as necessary (ref L/R3.19A)
* available in hard copy through LexisNexis or through ASX website (although best on-line version is on ‘asx on-line’ website as it can be printed, etc)
*Originally written by Company Secretary, an Australian virtual company secretary service.