Company Secretary

Revised April 2024

ROLE

The Company Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.

BRIEF FOR NEW COMPANY SECRETARY

The rules for Company Secretary are different for public and private companies. Freegle is a private company, although a charity, because it is owned by its members. A Company Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Company Secretary, rule 84.

When a company secretary is appointed by the Board, Financial Conduct Authority must be notified.

The heart of the role is that Company Secretary is the guardian of the company’s proper compliance with both the law and best practice. The board will look to the company secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. A Company Secretary has to keep up to date on law, as advised by the FCA.

The typical roles for a Company Secretary to undertake, or oversee are:

1. Maintaining the company’s statutory books, including a register of present and past directors and secretaries, minutes of general meetings and board meetings;
2. Filing annual returns, AR30 form with the FCA. Other documents which should be filed include the directors’ report and financial statements, including details of the company’s assets and liabilities.
3. Arranging meetings of the directors. This responsibility will involve ensuring proper notices of meetings, preparation of agenda, circulation of relevant papers, and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
4. Informing FCA of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
5. Maintaining the company’s registered office as the address for any formal communications.
6. Ensuring the security of the company’s legal documents, such as, certificate of incorporation or articles of association
7. Deciding on the company’s policy for the filing and retention of documents.
8. Ensuring directors comply with corporate legislation and the articles of association of the company.

The Board can from time to time vary these. Freegle adds the following to the remit of Company Secretary:

1. To maintain registers of members, in accordance with Rules 95 - 97.
2. Convene General Meetings, at the request of the Board of Directors, in line with requirements of Rules 22-­49.
3. Appointment of Returning Officers and Ombudsman, in collaboration with the Board of Directors.
4. Ensure New Director Procedure is carried out.
5. Ensure that an annual confirmation of affiliation process is carried out.

Links:

• [[1]] 2024 request for candidates
• Freegle Board
• Document Approval Policy
• Register of Members and Directors
• Company Records