1. The company secretary – the power behind the board! Theresa Minnie, Head of Client Relations and Members 7 October 2015

2. About ICSA Who we are and what we do the chartered membership and qualifying body for people working in governance, risk and compliance, including company secretaries over 120 years experience developing the skills, knowledge and experience of governance through our qualifications, training, high- quality guidance and technical know-how promote good governance and practice across all sectors 2

3. An alternative career option! Consider becoming a company secretary… it’s your first foot in the boardroom …but what does that mean?

4. Do not confuse the role with a PA Think more of a secretary in the governmental meaning – e.g. Permanent Secretary, Secretary General It’s a senior role at the spearhead of business – the ‘keeper of secrets’ 4

5. Being a company secretary the Companies Act 2006 requires all public companies to appoint a company secretary. private companies are not required by law to hire a company secretary, but most large firms and many mid-sized firms and not-for-profit organisations do – although it may be called ‘Head of Governance’. the role of the company secretary is diverse, varied, challenging and influential; much more than filing papers! but what is a company secretary? 5

6. The role the company secretary is a strategic position of considerable influence, at the heart of operations within an organisation, working closely with the Board and Board Committees. company secretaries are tasked with ensuring that a company complies with its legal, ethical and regulatory obligations, administration and compliance with governance codes. company secretaries directly advise the board of an organisation on: Governance Company law Regulatory compliance Risk Strategy 6

7. What do they do - 1? Develop the systems that ensure the company complies with all applicable codes, as well as legal and statutory requirements (e.g. Companies House filing) Monitor changes in relevant legislation/regulations and initiating appropriate action Organise board meetings and AGMs, including preparing agendas and taking minutes, and advising the Chairman on matters of governance Ensure good shareholder/stakeholder relations and keeping the board up-to-date on shareholder opinion

8. What do they do - 2? Manage induction of – and being the essential friend to - Non- Executive Directors (NEDs) Maintain statutory books, including registers of members, directors and secretaries Ensure decisions made are communicated to the relevant company stakeholders and driven through to completion Contributing to meeting discussions, advising members of the legal, risk and governance implications of proposed policies Responsibility for share registration, HR, pension administration, facilities.

9. Where do they work? Company secretaries work across all sectors in a range of different organisations: private companies public sector (e.g. local governments, the NHS) not-for-profit sector (e.g. charities and professional bodies) professional services firms their own businesses as sole practitioners or partnerships, providing a range of clients with company secretarial services for a fee. 9

10. Career progression and expected salary Standard progression for company secretaries looks broadly like this: Being a chartered secretary demonstrates a dedication to the profession and helps progress your career and gives access to higher salaries. Trainee Company Secretary Assistant Company Secretary Deputy Company Secretary Company Secretary Company Secretarial Assistant £23k to £29k£30k to £35k £40k to £62 £48k to £100k£78k to £200k

11. Is it for you? Being a company secretary is a great choice for anyone who: Has interest, knowledge or a qualification in company law and/or finance Has strong attention to detail Enjoys working autonomously Can write clearly and concisely Can take in and process large amounts of information Is trustworthy, able to keep confidential information confidential Wants to be ‘in’ the business’, with access to the main players

12. A world of opportunities! ICSA membership is international and transferrable! you can transfer your membership to any of our other eight Divisions:  Australia  New Zealand  South Africa  Zimbabwe  Canada  Hong King & China  Singapore  Malaysia 12

13. Thank you Register your interest with us on www.icsa.org.uk/gradinfo