“I am responsible for arranging an internal audit of the Company Secretariat function. Have other companies been through this? Were there any particular areas of focus? Who carried out the audit?”
An audit was undertaken of my London Co Sec team (and a separate one of the team in Amsterdam) This was done by our global audit and risk team who worked with us to identify areas of focus for the audit.
This covered all the principal controls we have in place and tested the reality of how we work and the controls and processes we have in place set against our stated objectives as a department, our risk footprint and mitigation plans.
It also covered elements of my role in relation to the control over NEDs expenses etc.
We used the exercise to challenge ourselves on our ways of working and get up to date on those items/areas we had left as least priority.
The other positives were that we learnt about how GAR went about their business and they learnt a bit about the world of CoSec.
Hope this helps.
The company secretariat function is subject to review by internal audit about every three years. Areas of focus include:-
Internal audit would typically focus on the control environment to check that procedures etc are being adhered to. This will of course depend on what functions you ghave responsibility for but might cover release of RNSs, dealing permissions, share awards and exercises etc.
You might also wish to consider including statutory records to ensure that Companies House and your registers are alligned.
Lastly, if you have service level agreements around the board process to check that paper distribution and circulation of draft minutes are in accordance with prescribed timings.
We have been audited previously and are to be audited again later this year.
The focus has been internal and external regluatory compliance – Blueprint accuracy and filings; Dealing rules process; Insider list production and maintenance (and associated employee communications and training); document management processes i.e. board paper retention and confidentiality.
I have been the subject of an internal audit as a group company secretary. I was asked to produce terms of reference for my job and then I was audited against them. Things to check are whether there are any procedures for each element of the job, appropriate sign off for things like RNS announcments etc
Yes company secretariat has been audited twice over the last five years. Audit carried out by our internal auditors and they audit each of the HQ functions. They can audit all areas that we deal with, but they have focussed on the control environment in particular in relation to insurance, share schemes, regulatory matters etc.,
The Secretariat function has not had an Internal Audit per se but the administration of share plans, which falls within the Secretariat, has. This was carried out by a member of our Internal Audit function and focussed on how tax withholding and reporting was handled plus the interaction between the Secretariat and the external share plan administrators.
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