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Reviewing the structure of the Co Secretarial & Le

17th September 2012 11 Comments

“In the light of our quadrupling in size in recent years, we are reviewing the structure of our company secretarial and legal department, and would be interested in learning how other companies structure these functions and in particular what other responsibilities, for instance insurance or pensions, are included. It would be helpful if you would say (either here or via David) if you are willing to have a direct conversation. Thank you.”

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  1. FTSE 250 said

    17th September 2012 at 12:01 am

    Company Secretarial and Legal are now separate functions (previously they were all within the ‘Legal’ department headed by General Counsel/Company Secretary). CoSec has responsbility for adminstration of global share schemes. Insurance is managed by a separate function, pensions managed by HR. CoSec team now 4 incl Company Secretary. Happy to have direct conversation.

    • AIM said

      17th September 2012 at 12:01 am

      I am the designated cosec of one AIM company and provide an outsourced cosec service to one other AIM company. Neither has an in-house legal function, legal work being outsourced. The majority of my work relates to board process and the functioning of the board committees, ensuring that both the board and its principal committees comply with their respective obligations (neither are bound by the UK Corp Gov Code but both seek to adhere to the Code so far as is practicable for AIM companies). I also undertake the routine compliance work (annual returns, stat books etc) and am involved also with IP and insurances. Happy to be contacted direct.

      • FTSE SMALL CAP said

        17th September 2012 at 12:01 am

        I perform both group solicitor and company secretary functions, although the majority of the legal work is outsourced. I also supervise the insurance and pensions manager and HR manager – both managers report to me, although we are not a team as such. There are quite separate SHE and CSR teams due to the construction nature of the business. Happy to talk direct.

        • FTSE 100 said

          17th September 2012 at 12:01 am

          Separate functions, focussing on areas of expertise, although closely aligned to ensure appropriate governance and regulatory compliance.
          Co Sec includes responsibility for pensions secretariat support, but not insurance.

          • FTSE 250 said

            17th September 2012 at 12:01 am

            I am Co Sec and GC. One other lawyer in team as a recent result of insourcing legal work. No qualified secretariat staff. Also responsible for Internal Audit, Technical (food safety), SHE, CSR, Risk& Insurances, Pensions, and our charitable trust. Overall team of c100. Happy to have a separate coversation.

            • FTSE SMALL CAP said

              17th September 2012 at 12:00 am

              Co Sec and Legal are in one department. I am Co Sec and Head of Legal and have one other lawyer in house at group and one other in one of our divisions in a split commercial/legal role. There are 3 other staff and between us we deal with insurance, property, IP, pensions and benefits, fleet, group payroll and pension payrolls and co-ordinate H&S and other regulatory activity at a group level. Happy to talk direct.

              • FTSE SMALL CAP said

                17th September 2012 at 12:00 am

                Answer basically identical to the third answer above (except that within the Co Sec/Legal function I also dealt with insurance). In my experience, not unusual (for smaller listed companies at least) to have the leadership of Legal and Co Sec combined (on the basis that if the leader is a lawyer then there’s an experienced deputy co sec assisting on the company secretarial side of things). Size/make-up of in-house legal team depends on the requirements of the business, so hard to give any general rules – i had three in-house lawyers (one for each division of the group).

                • FTSE 100 said

                  17th September 2012 at 12:00 am

                  Large, complex financial services company with a Group Secretariat and separate, but adjacent, Legal team. Pensions and insurance matters are dealt with by both departments with the company-related input and Board approvals handled by Secretariat and any legal input by our lawyers. Happy to discuss directly.

                  • FTSE 250 said

                    17th September 2012 at 12:00 am

                    The Co Sec dept also deals with HR, pensions, insurance, fleet, mobile phones, employee benefits, staff of 4.5 FTE. Legal department is separate, staff of 2.5.

                    • FTSE 250 said

                      17th September 2012 at 12:00 am

                      Legal and Secretariat is combined but there is only one other person in Secretariat and I am General Counsel and Co Sec. As well as Legal matters our department also deals with patent and trademeark filing and has the budget for these matters. Insurance is with internal audit under our Head of Risk Assurance (outside Legal) but we have a role in assisting in such matters. Pensions is within HR. Happy to talk direct.

                      • AIM said

                        17th September 2012 at 12:00 am

                        Our department is very wide ranging including: Legal (including M&A), Contracts, HR, QA, H&S, Property and includes both insurance and pensions.

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