Post
by Michael Farthing » Tue Sep 08, 2015 10:15 am
The Company Secretary is a person responsible for ensuring that the statutory requirements of Company Law are complied with. These are in fact remarkably few and quite distinct from whether the company is run well or according to its internal procedures. A Company Secretary may have other duties, but these arise because he is given them by the company - not out of law.
Many of the questions where 'Company Law' is invoked cannot be decided by inspecting law at all. For instance, in deciding whether a Chief Executive can suspend a fellow director is such a case. As far as the law is concerned there is no such thing as a chief executive. The only positions a company must have are Company Secretary and Director. The role of CE (if there is one) stems from the Articles of Association.
Some of this confusion arises because there is a standard form of Articles of Association that are frequently adopted unaltered by new companies when they are set up - quite a good idea: it is a robust document that is well understood and the founders of companies are probably, and rightly, more interested in getting their good quality widgets to market at a competitive price.
The ECF, also rightly, has its own Articles of Association. It is not a widget selling profit making affair and so, unsurprisingly, it needs different Articles. Having said that, I think most of us recognise that the Articles we have leave a lot to be desired and none of us would really want to start from where we are. Sadly, however, we are where we are.
Anyway, my principle point is to Michael Flatt, that the whole business is not as simple as waiting for John Philpott to speak. There are assorted duties spread around the ECF organisation and also assorted knowledge and expertise. That knowledge and expertise needs to be able to air itself and people need to be able to carry out their roles as they see fit. It is all made much harder by the anger and personal antagonisms that are surfacing and this so easily spreads to us all - especially me - I know I can take strongly against some people and have loyalties to others based on rather slim objective information. It behoves all of us that are away from the centre to try and keep this in check (and this is not a dig at Michael, because he actually talks about these issues with feeling but without rancour). However, it is also necessary if a better system is to evolve that we do talk openly about the issues and consider ways in which things could change. That involves everyone - not just a Compant Secretary. It will probably be unpleasant and won't be good publicity. But it is needed.
