Management of Board and Member Meetings

Management of board and shareholder meetings as well as controlling corporate registers and minute records.

Board Meeting Management

• Compile and distribute agenda and papers
• Attending and minuting the meeting
• Provide appropriate governance advice
• Finalise minutes with Chairman
• Prepare action list

Member (Shareholder) Meeting Management

• Draft the Notice of Meeting
• Seek appropriate approvals where necessary (ASX, ASIC)
• Distribute the Notice and Proxy form including liaising with the Share Registry where appropriate
• Prepare the Chairman’s script for the meeting
• Attend the meeting and provide appropriate governance advice
• Lodge documents with ASX and ASIC as appropriate
• Finalise the Minutes
• Ensure all member resolutions are appropriately actioned

Maintenance of corporate registers and minute books

Corporate Governance

Establishing an effective governance framework including developing appropriate governance policies.

• Board and Committee charters
• Code of conduct
• Share trading policy
• Continuous disclosure policy
• Diversity policy
• Share trading policy
• Risk management

Corporate secretarial and governance support can be a minefield for the inexperienced. For example, there are twenty chapters to the ASX listing rules. Chapter 7 (Changes in capital and new issues) has 40 rules, and each rule has numerous sub-rules. Rule 7.1 extends from 7.1A.1 through to 7.1B.4.

Australian Corporations legislation runs to 2,626 pages, most of it relevant to Company Secretaries.

An experienced Company Secretary, with appropriate qualifications is an absolute must for any board, but particularly for listed companies.

Listing Rules and Corporations Act Compliance

Managing all aspects of compliance documentation covering reporting, ASIC compliance and governance statements.

Corporate reporting

• Annual reports
• Directors reports
• Remuneration reports
• Corporate Governance Statements
• Preliminary reports
• Half yearly reports
• Quarterly reports
• Ensure full ASIC compliance

Corporate Actions

Providing IPO support and expert consultancy for take over defence, consolidation, purchase plans, capital raisings, ASX and ASIC liaison.

• IPO support
• Prospectus assistance
• Drafting Share Purchase Plan and Rights Issue documentation and managing the process
• Assisting with documentation and required resolutions for Capital Raisings and new share issues
• Liaison with ASX and ASIC as required
• Pre-listing disclosures
• Managing takeover defence
• Managing splits and consolidations