Critically examine the extent to which the role of the company secretary today has evolved to reflect the ‘pivotal position’ referred to above with reference to academic and professional commentary.

Instructions for completion and submission of written assignment

 

Submission of your assignment must be in accordance with the University regulations.

 

You should note the following:

 

All questions on this assessment should be answered;
This assessment is worth 100 % of the marks for those students studying Corporate Secretarial Practice
· You must include your student number on your assessment. Do not write your name as the University has an anonymous marking policy;

· You must submit your assessment electronically

· The maximum number of words permitted is 4000 words There is no permitted excess. Any part of your assignment which exceeds 4000 words will not be marked;

· The number of words must be declared on the front sheet and at the end of the submitted script. The declaration may be checked against the electronic copy you submit. A false declaration will be treated as an assessment offence according to University regulations;

· You should only use footnotes for referencing. Footnotes which are only references are not included in the word count. Footnotes which are attempting to make points or explain the law or make other explanations are included in the word count.

· Words included in a bibliography are not included in the word count;

· You need not include cases or legislation in the bibliography provided they have been properly referenced in the text or footnotes;

· Books, journals, reports etc. should be included in the bibliography, using OSCOLA http://www.law.ox.ac.uk/publications/oscola.php;

· Any websites referred to must be properly referenced (i.e. the URL alone is not sufficient – cf. OSCOLA, paragraph 3.4.8); and

· The text of your assessment must be displayed using a 12-point (or larger) Arial or Verdana font and with a line spacing of at least 1.5.

 

 

Assessment criteria

 

You will be assessed on the basis of the following criteria:

 

Criterion

Description

 

1.

Evidence of research and wider reading

 

2.

Use of your research to support your statements of law, assertions and ideas

 

3.

Identification and analysis of the relevant issues

 

4.

Application of the issues and research to the assessment question(s)

 

5.

Adopting a logical structure

 

6.

Evidence of critical evaluation

 

7.

Spelling, punctuation and grammar

 

 

 

 

 

Answering Essay Type Questions in Law

General guidance:

· Essay questions require certain skills and structure.

· It may sound obvious, but you need to answer the question asked; some students do not do well because they simply write everything they know about that topic.

· A good essay keeps in touch with the question which it is addressing as it goes along and then concludes.

· Spend some time brainstorming a list of points and issues that you think will be relevant to the answer.

· Write an answer plan, jot down headings, key points, statutory and case references.

· Write the answer using your plan to guide you; keep referring to the question to show that you are engaging with it.

· If the question asks for your view, make sure you include it.

· Have a short introduction and always conclude with your view.

· Include a bibliography and reference all the sources using OSCOLA.

 

Essay answer structure:

• Introduction

Ø identify and interpret the question (what is being asked?)

Ø outline how you will answer the question (essentially, this will be your answer plan in one sentence or so).

• Main body

Ø Explain the relevant provisions (i.e. what the law is)

Ø Set out core arguments

Ø Provide critical argumentation in relevance to the question

Ø Support your discussion with relevant professional and academic sources (books, journal articles, cases, codes of practice, reports and studies etc).

• Conclusion

Ø Link with the introduction and provide a summary of your findings with specific reference to the question

 

 

 

What helps you being more critical in your discussion:

· Remember that there are 2 sides to any issue—pros and cons. Hardly anything is black and white, most things are grey—so there would be arguments for and against whatever you are arguing on—ensure you provide a balance by considering possible counter arguments

· Try to think:

o Why are things like this? Should they be like this?

o Why has the law or practice developed in particular ways? What was the rationale?

o Which direction are things going? Is current regulation and practice clear? Is it sufficient? Should the law or practice be changed in any way and why?

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Question 1

 

‘A [company] secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all.’ Lord Esher in Barnett, Hoares & Co. v. The South London Tramways Company [1887] 18 Q.B.D (AC)

 

‘[company secretaries’] pivotal position at the heart of the boardroom gives them a unique perspective on how boards are responding to external pressures such as political and market conditions, as well as how they are tackling key governance issues such as board diversity, stakeholder engagement and risk.’ Peter Swabey FCG introducing the FTSE 350 Boardroom Bellweather (report of the Corporate Governance Institute, 2021).

 

Critically examine the extent to which the role of the company secretary today has evolved to reflect the ‘pivotal position’ referred to above with reference to academic and professional commentary.

 

 

(40 marks)

 

Question 2

 

You are the company secretary of Bauhinia Brewers Ltd, (“Bauhinia”) whose business is a micro-brewery supplying bars and restaurants in Yorkshire. Bauhinia was incorporated 8 years ago by three friends, Vijay Mild, Barry Bitter and Mary Stout. Bauhinia has opted to keep its statutory books at the public central register at Companies House. The current directors and shareholders are as follows:

 

Directors

 

Vijay Mild (chair)

Barry Bitter

Mary Stout

 

Shareholders

 

Type of share

Shareholder

Number of shares held

Ordinary

Vijay Mild

25,000

Ordinary

Barry Bitter

20,000

Ordinary

Mary Stout

20,000

Ordinary

Carla Lager

15,000

Ordinary

Mandy Shandy

10,000

 

 

The company number: 98798753

The registered office: 1 Huddersfield Street, Huddersfield, Yorkshire

The accounting reference date: 31 December.

 

 

a) Due to the ever-increasing popularity of craft beers, Bauhinia has done well and has spare capital to invest. The directors and shareholders are all in agreement that the logical next step for Bauhinia would be to open its own bar through which it could sell its beers. However, as a safeguard, it is intended that a new and separate company will be used to undertake this venture so that Bauhinia will not be at risk if the venture is unsuccessful. The new company will be wholly owned by Bauhinia.

 

Assuming Bauhinia decides to purchase a shelf company which has adopted the Model Articles for Private Companies Limited by Shares, prepare a plan of the first board minutes of the shelf company, which should address the transfer of the subscriber share to Bauhinia, resignation and appointment of new directors (being the current Bauhinia directors) and a company secretary (Pamela Keen), change of the registered office and accounting reference date (all to be the same as for the Company) and change of the name to Craft Bar Ltd. The plan should reference all actions that need to be taken after the meeting, including filing of forms, updating of statutory registers and any other appropriate actions.

 

(20 marks)

 

 

 

b) Having set up Craft Bar Ltd the business wishes to appoint two further directors who will run the business day to day. It is decided to appoint Carla Lager and Mandy Shandy as they know the Bauhinia business as shareholders and Carla has some past experience running bars. However, both are now in established jobs in large companies and they are not willing to leave them and commit to the directorships unless they are awarded service contracts which can only be terminated on 6 months notice given on or after two years. Separately, suitable premises have been identified for a bar. They are owned by a company in which Vijay Mild holds 15% of the shares and his wife 10% of the shares. The asking price for the property is £230,000.

 

You are asked by the directors of Bauhinia / Craft Bar Ltd to advise whether they can approve the director appointments and property purchase in a board meeting of Craft Bar Ltd or whether any other steps are necessary. Prepare a summary note answering their query and explaining the key steps required and why they are required. Identify any relevant sections of the Companies Act 2006 (note: you are not expected to address employment law or conveyancing aspects).

 

(15 marks)

 

 

Question 3

 

a) After ten more years of trading Bauhinia Brewers Ltd has expanded massively and has very substantial brewing sales as well as a number of subsidiaries operating a chain of bars and restaurants in most major cities in the UK. The company is also highly profitable. The directors still work day-to-day in the business overseeing brewing operations and managing all the details of the subsidiary operations. Their approach is to keep their overheads and head office staff to an absolute minimum and as key shareholders the directors have enjoyed close control of the business. However, the board still has ambitions, including for international expansion and are wondering about trying to list the company on the London Main Market. They would initially seek a standard listing but with an ambition to seek a premium listing as soon as possible. None of the directors knows much about what is involved.

 

Prepare a note for the board highlighting the main pros and cons of listing including an outline of the process and requirements for admission and the implications for reporting requirements and management of the business. Cover both standard and premium listing.

 

 

 

(25 marks)

 

 

 

 

 

END OF PAPER

 

 

NOTES:

. Kindly make reference to the following materials:

1. UK Companies Act 2006

2. ICSA UK , The Chartered Governance Institute (CGI)- Guidance Note on Minute Taking

3. Company Compliance and Administration Text book by ICSA UK, The Chartered Governance Institute

Companies (Company Records) Regulations 2008 SI 2008/3006
5. Lexis PSL, In-house Advisor, Company secretarial resources, Accounts and reports