Being a company secretary is more than just maintaining correctly completed and filed forms: as a governance professional, the company secretary is at the heart of how a business is run and is responsible for the transparent disclosure of information amongst stakeholders. Ensuring that our clients’ procedures enable them to meet their governance obligations is a core competency of Company Matters.
Company Matters’ practitioners can:
- Be appointed as an outsourced company secretary (including be appointed to the statutory position of company secretary)
- Be appointed as a part-time company secretary
- Act as a fill-in or contract company secretary (and assist when an unforeseen vacancy within a company secretarial department arises or for a short-term assignment during instances like annual or parental leave)
- Provide ad-hoc or ongoing company secretarial support
- Provide independent advice to directors and officers.
As a team of consultants, we can also second experienced company secretaries to clients’ offices to project manage a particular task or as a fixed-term appointment.
Regardless of whether our appointment is as statutory company secretary or to provide ad-hoc advice, our company secretarial services traverse many necessary disciplines, such as:
Regulatory and Governance Advisory
- Providing advice regarding FSC Listing Rules, including continuous disclosure
- Providing Corporations Act advice
- Providing general corporate governance advice
- Drafting corporate governance materials (such as charters, policies and the corporate governance statement).
Annual Reporting/AGM Season Advisory
- Assisting with the annual reporting requirements
- Drafting notices of meeting, managing shareholder meetings and producing minutes from those meetings.
Shareholder/Corporate Action Advisory
Liaising with the share registry on key shareholder matters
Drafting documentation for, and project management of, secondary raisings such as rights issues, share purchase plans and other pro-rata entitlement issues.
Board of Directors Advisory
- Advising on periodic/ad-hoc items for board and committee consideration
- Drafting company secretarial contributions to board and committee papers
- Attending board and committee meetings and producing minutes and matters arising from those meetings
- Drafting circular resolutions, subsidiary minutes, authorisations under delegation
- Directors’ duties advice.
- Drafting employment/remuneration related policies
- Draft the remuneration philosophy for inclusion in the statutory remuneration report
- Drafting employee equity plan documentation (terms and conditions, rules, invitations).