Induction of Company Secretary

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)
  1. 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.

spot_img