Company Secretary

Secretary Terminology

The terms "Secretary", "Company Secretary" and "Board Secretary" are all used in Freegle documentation.

Company Secretary is a commonly used term to describe the individual who is accountable for making sure that an organisation is managed correctly and in accordance with the law.

Secretary is the term used in the Freegle Rules to describe the Company Secretary role.

Sometimes, some of the duties of the Company Secretary, related to the administration and minuting of board meetings are delegated to another individual. This role is called the Board Secretary.

The Company Secretary and Board Secretary roles are described in more detail below.

Company Secretary

As highlighted above, the Rules use the term Secretary to describe this 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.

Responsibilities

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, the Financial Conduct Authority (FCA) must be notified.

The heart of the role is that the 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 is given, with preparation of agenda, circulation of relevant papers, and taking and producing minutes to record the business transacted at the meetings and the decisions taken. A calendar should be kept for Actions that have been worthwhile to pursue, even though they resulted in no change for the present. An annual or biennial reminder to be set, to flag to the Board for further reviews.
4. Informing the 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.

Board Secretary

Sometimes, some of the duties of the Company Secretary (related to the administration of board meetings) are delegated to another individual, called the Board Secretary. The Board Secretary will be appointed by the Board.

Responsibilities

To be the administrative secretary for the Board, particularly in regard to managing Board meetings.

For more information on specific duties, see the Freegle Board Meeting Procedure

This role is subject to the Named Role Holder Ending Term of Office Procedure.

Links:

• [[1]] 2024 request for Company Secretary
• [[2]] 2024 request for Board Secretary
• Notes on Submission of the AR30 Annual Return
• Freegle Ltd Annual Reports - Directors reports to the AGM
• Rules
• Freegle Board
• Director Handbook
• Document Approval Policy
• Register of Members and Directors
• Company Records
• Freegle Board Meeting Procedure