Companies often find a company secretarial audit is a useful way to review its governance and compliance obligations. It also greatly assists the directors reporting to the auditors. Typically, an audit provided by London Registrars involves a review of for compliance with the Companies Act 2006, including the company’s memorandum and articles of association, statutory filing record and a reconciliation of the share registrar.
Other such matters which may be audited include a company’s statutory registers such as the register of directors and secretaries and the register of members, as well as its minute book, directors service contracts and in the case of PLCs, the register of substantial share interests.
Until the introduction of the Corporation Tax Act 2009, there had been no longer piece of legislation in British history than the Companies Act 2006 with more than 1,000 clauses, and created 97 criminal offences. It is a daunting task to ensure compliance with all its provisions. Despite their best efforts, companies and their directors can end up unwittingly committing offences. A well conducted company secretarial audit will minimise the company’s risk of non-compliance.
Companies with shares listed on AIM market, may need to be mindful of not only of companies act compliance but also the AIM rules, the Disclosure and Transparency Rules and, as applicable, the UK Corporate Governance Code. The period between December 2009 and July 2010 alone saw fines exceeding a quarter of a million pounds being levied by the AIM enforcement team against companies found to have breached the AIM rules.
Although companies on the AIM should primarily collaborate with their NOMAD to ensure compliance with the rules, they are also likely to appreciate a company secretarial audit from London Registrars to ensure the company’s compliance and to minimise the risk of both current and future breaches.
Commonly, one reason for directors struggling to ensure compliance is a simple lack of time for these onerous obligations when they wish to focus squarely on their core business. This is why London Registrars can be so invaluable in providing such a company secretarial audit, making the most of its considerable experience to cover the broadest range of compliance matters.
London Registrars’ company secretaries typically attend the client company’s offices as part of the process, ensuring that the audit is suitably tailored to the business and its size. This is the case whether the client company is a small private company with a single member, or a larger one with shares listed on a regulated exchange. Once the visit is done, a report will be compiled to draw attention to compliance aspects that should be considered as a matter of best practice, as well as those for which immediate attention is required.