The Companies Act 2006 was, until the introduction of the Corporation Tax Act 2009, the longest piece of legislation in British history and contains a staggering 97 criminal offences, many of which may be committed unwittingly by the company and every officer in default. In this context, it is easy to see why compliance is such an important issue facing directors.
We appreciate that it can be difficult for busy directors who are focusing on the running of their business to keep up-to-date with their more onerous obligations. We therefore offer the benefit of our experience and expertise in the company secretarial field to undertake a wide ranging audit of compliance matters for your company.
The audit will be tailored to your business and its size and will be appropriate for all companies from those with shares listed on a regulated exchange to smaller private companies with a single member.
As part of the audit process we will attend your offices and review compliance with the Companies Act 2006 on matters including but not limited to your company’s:
- memorandum and articles of association
- statutory registers (such as the register of members and register of directors and secretaries etc)
- minute keeping
- statutory filing record
- share ownership
- register of substantial share interests (plcs only)
- directors’ service contracts
The audit also covers matters of corporate governance (loosely meaning the manner in which a company is governed rather than how its affairs are managed). This will include the manner in which the company deals with risk, health and safety, the frequency of board meetings, the role of non executive directors and the roles of any board committees.
For companies with shares listed on AIM, we offer to review your company’s compliance with certain aspects of the AIM rules and the Disclosure and Transparency Rules as well as with the UK Corporate Governance Code (as applicable). Between December 2009 and July 2010, the AIM enforcement team levied fines of more than a quarter of a million pounds against companies in breach of the AIM rules. Although compliance with the rules is primarily a matter for collaboration with your NOMAD, we offer to review your company’s compliance with certain disclosure duties so as to reduce the risk of breaches now and in the future.
Following our visit, our advisors will prepare a report highlighting compliance aspects which require immediate attention as well as those which should be considered as a matter of best practice.
We guarantee the audit will be handled effectively and to the highest standards. With our help on compliance aspects, you will be able to focus on what’s really important to you – expanding your business.
To comply with anti-money laundering regulations, we will be asking for two ID documents (one photo ID and one proof of address document not more than 3 months old) in respect of each director (or proposed director) and any 25%+ shareholder. Anyone not resident in the UK must supply three proofs of identity (either two identity documents and one proof of address or one identity document and two proofs of address.) These must be certified by a solicitor or notary.
For an informal, no obligations discussion on how your company could benefit from a corporate governance audit, and a quote, please call 020 7608 0011 or email us on [email protected].