Practical LawConferences

• The current landscape for unlisted companies
• Key differences between listed and unlisted company governance
• How might the governance changes for listed companies affect unlisted companies in future
• What is on the horizon for unlisted companies

Family owned business

• Defining the role of the company secretary;
  • Corporate governance discipline helps with a more general compliance role
  • Importance of the secretary being involved with compliance issues, impacts on stakeholders, board of directors, and audit committee particularly
• Justifying the development of good governance;
  • highlighting the shareholder/stakeholder distinction
  • the role good governance plays in protecting stakeholder and well as shareholder interests
  • promoting the notion of the company having a wider social role
• Cost vs benefit of a good company secretary:
  • The value you add
  • Development of good governance to manage risk; a key consideration of the audit committee; risk management covers the
  • Minimisation of financial, legal and operational risks, and business continuity and crisis management
• Become involved in developing business strategy and direction
  • Having a seat at the boardroom table
  • Adding value to the consideration of the strategic deliberations of the company
  • Compliance and management of risk; good analysis of strategic opportunities need to include an evaluation of risk.

Family owned business cont.

• The challenges that arise with growth in a family business and the role of governance in this context
• Supporting entrepreneurship as company secretary
• Effective decision making in a multi-site business (effective management information)

Care Sector

• Governance and compliance in the care sector

What is the company secretary’s role in:

• Adding value to the business?
• Building reputation?
• Ensuring long term success?
• Protecting the company’s assets

Intra-group transactions

• Distributable reserves
• Valuations and transactions at an undervalue
• Directors’ duties

Developing cross-country strategies

• The importance of strategy within the business and across the globe.
• The concept of contextual intelligence as an exploration of having to adapt the company strategy to a particular location.
• How the concept of contextual intelligence impact on our role as an in house counsel.

Telefonica acquisition of O2 – the secretariat perspective

• Telefonica’s acquisition of O2 plc in 2006.
• The involvement of the O2 Company Secretariat in the acquisition process.
• Subsequent transformation of O2 into a privately limited group of companies within a multinational group.
• Experience of liaising with Telefonica Secretariat and reporting to Telefonica.

Overcoming cultural and linguistic challenges

• Short introduction on SAFRAN: once a government owned industrial company now a high tech multinational.
• The Franco-US Joint-venture perspective with a focus on processes, governance and accountability.
• The UK subsidiary / French parent perspective with a focus on Directors’ liability and whistleblowing.

IPO: what is involved?

• preparation for listing
• what does the company have to so?
• the advisers – who does what?
• key events and timeline
• what difference will a listing make?

IPO preparation experience from the Trainline  (the earlier, the better)

• Setting up the internal team
• External advisers
• Corporate governance
• Stakeholder management

Refinancing as an alternative to IPO

• Introduction to HS1
• How do you engage your board?
• How do you identify what they are interested in?
• What your advisors might not tell you
• What is important for directors?

Constraints in personal skills set

• Soft skills;
• Presenting
• Written communication
• Rapport with the board
• Board room skills

What do you have to do with filings

• Filings required
• General
• Changes being introduced

Top tips:

• Minute taking
• Effective meetings
• Quality of papers & reports

Legal and moral responsibilities: 

• Dual Role Holders – clarifications for General Counsel and Co Sec

Advice on dealing with director interests

Accounting frameworks and options from January 2015

• Application of the EU Accounting Directive
• New options for small companies and micro-entities
• Overview of new UK GAAP – FRSs 101 – 105

UK GAAP to FRS 102

• Key areas of difference
• Challenges for preparers of financial statements

IFRS or UK GAAP?

• What are the options?
• How does new UK GAAP compare to IFRS?

Changes in the audit landscape

• The EU Audit Directive and Regulation
• Likely changes in the UK audit environment

How can the ambitious company secretary become a confidential advisor for senior executives and the board?

• Overcoming tension and difficult relationships
• Flexibility and resilience
• Becoming a trusted representative of the company
• Take on ancillary skills and responsibilities

Questioning the traditional thoughts of vertical career development

• Horizontal development
• Taking on a diverse range of new responsibilities
• “To what extent have you focused on horizontal career development?”

How can you grow trust and autonomy ?

Moving beyond your comfort zone

• Find support or guidance for new responsibilities
• Take courage in steps to develop your career

Importance of one-to-ones between line managers and colleagues

• Identifying areas for development and experience
• Next steps in career

  Importance of “owning” your development plan

• Proactively identifying opportunities for stretch
• Volunteering for different types of work

 From a team management point of view

• Identifying team strengths and development areas, and optimising the allocation of responsibilities

A practical workshop examining and experimenting with what it is to influence without power.

Handling emotion in the Boardroom

• Calming someone down
• Reading the signs before meltdown
• Supporting the Chairman’s facilitation

Using knowledge rather than muscle

• Being the go-to person, not the gopher
• Supporting the Chairman to stand firm

Responding constructively to the ‘personalities’

• Standing up to what’s coming the other way
• Being approachable but not a walk over

Influencing thinking

• Saying no without saying “no”
• Guiding instead of persuading

Being the accelerator, not the handbrake

• Helping someone to think rather than rejecting the bad idea
• Managing attitude to risk
• Being a thinking partner, not a doom merchant

• Separation of board and shareholder roles
• Shareholder reserved matters
• Board diversity; what is in the pipeline to ensure diversity?
• Board and Committee structure (remuneration, risk, audit)
• Effectiveness and performance review
• Establishing subsequent boards
• Top management succession – planning for your company’s future
• What next?