Company Secretary

Job Description

Adopted 20th October 2013

The Company Secretary will be appointed by the directors to fulfil this role and does not have to be a director. The person appointed must have attended (or be intending to attend in the near future) suitable training on this role and possess the necessary skills. An individual serving as company secretary for Autscape who is also a director may or may not also hold other committee roles. The Company Secretary should assist and guide the directors in their pursuit of Autscape’s goals but should also act with integrity and independence to protect the Autscape’s interests and those of its beneficiaries. You will be expected to play a pro-active and central role in the governance of Autscape. This requires excellent communication skills, a thorough knowledge of Autscape and applicable regulations, strength of character, integrity, and a professional approach. The company secretary is responsible for ensuring that the administrative responsibilities set out in company law and the articles of association are properly carried out. The company secretary may delegate such responsibilities (particularly to an honorary secretary if one is elected) but retains ultimate responsibility for them. The company secretary has personal liability if he or she fails to perform duties required under the Companies Acts. Usually such liability arises only if the default was knowing or deliberate. Autscape intends to obtain indemnity insurance to protect against this liability.

The Role

Autscape’s Company Secretary is responsible for:

Regulatory compliance

The Company Secretary is responsible for ensuring that Autscape complies with its duties under contractual arrangements, and under company and charity law, including the provision of information to regulators.

The Company Secretary is legally responsible for submitting information to Companies House and the Charities Commission.

To achieve these goals the Company Secretary is expected to:

The Company Secretary should alert the committee and take action to remedy the situation if there are difficulties with any of these duties.

Supporting the Board

The Company Secretary is custodian of the governing document and is responsible for ensuring that board meetings, annual general meetings and extraordinary general meetings are run effectively and in accordance with the provisions of the governing documents. The Company Secretary is also responsible for legal compliance. This aspect of the role includes ensuring that directors have the right information to enable them to make informed decisions and fulfil their responsibilities.

Functioning of the board

The Company Secretary's duties in this area include:

The Law

As well as a thorough knowledge of the governing document, the Company Secretary will have a good understanding of charity law and company law. The Charitable Company Secretary should be able to answer directors' queries relating to company and charity law and access further information if more complex issues are raised.

An important characteristic of the Charitable Company Secretary's role is to serve as the conscience of the charity, acting with integrity in following the law and the governing documents.