BOARD ADMINISTRATION
”Board
- Corporate calendar, Board meeting and conference call arrangements
- Draft Agendas
- Board Packs – electronic or hard-copy
- Attendance at meetings to take notes and deal with any questions on the day
- Prompt preparation of appropriate minutes and action lists
- Audit, Remuneration and Nomination Committees handled in the same way as for the Board
- Provision of Company Secretary – individual not corporate
- Management and Director Support
- Assistance with general matters as these arise such as “obscure” questions, etc.
- Transactional support – such as M&A
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COMPLIANCE WITH FCA RULES
”Compliance
- The UK Listing Rules and Disclosure Rules
- Market abuse regulation including insider lists and share dealing procedures
- Regulatory Announcements and FCA Notifications including Major Shareholders and Directors’ Dealings
- Inputting to other announcements as appropriate
CORPORATE GOVERNANCE
”Corporate
- UK Corporate Governance Code / QCA Code – including Compliance Checklist where appropriate
- Committee Terms of Reference and Matters Reserved to the Board
- Dealing with external corporate governance review organizations including checking their reports and canvassing support
- Where appropriate, reporting results of external reviews and assisting in implementation of recommendations
- Annual Board Evaluation – including Questionnaire and Reports
- Update of governance policies and procedures
ANNUAL REPORT
”Annual
- Assisting generally in the Annual Report process
- Drafting Directors’ Report and Corporate Governance Report
- Reviewing other sections of the Annual Report
- Assistance with preparation of dividend timetable
- Other assistance as requested
ANNUAL AND OTHER GENERAL MEETINGS
”Annual
- Notices, explanations of meetings and proxy cards
- Chairman’s scripts to ensure legal requirements are fulfilled and meeting runs smoothly
- On-hand to deal with any questions on the day
- Minutes and Companies House filings
- Announcements and Web reporting of meeting results
LISTING AND POST LISTING SUPPORT
”Listing
- Setting up the structure of the Board and its committees
- Matters reserved to the Board
- Terms of reference for Committees
- Assistance in drafting of policies and procedures
- Working with the advisors in producing prospectus
- Assistance in preparing listing applications
- Advise the Board on Corporate Governance Compliance requirements
OPTIONS AND SHARE SCHEMES
”Options
- Grant Documentation
- Maintaining Registers
- Exercise Procedures and Documentation
- Board / Committee Minutes
- Companies House Filings
- Stock Exchange Listings
- HMRC Filings
STATUTORY COMPLIANCE
”Statutory
- Statutory records of parent and subsidiary companies held on specialized company secretarial software
- Confirmation Statements, and other Companies House forms produced directly by software
- Companies House filings submitted electronically wherever possible
- Filing of relevant documents with the National Storage Mechanism (“NSM”)
- Companies Act and Articles of Association advice and compliance
FINANCIAL AND MANAGEMENT ACCOUNTING
”Financial
- Processing accounting records
- Monthly management accounts
- Payroll
- VAT returns
- Statutory Financial Reporting
- Corporation Tax Returns