COMPANY OFFICERS

LEARNING objectives
1.Discuss the appointment procedure relating to, and the duties and the powers of a company
secretary
2. Discuss the appointment procedure relating to, and the duties and rights of a
company auditor, and their subsequent removal or resignation
Definition of a company secretary
• It is one of the officers of the company and they may be directors.
• EVERY Public company MUST have a company secretary.
• Private companies MAY have a company secretary (they are not
legally obliged to have one).
• In a Private company where there is no company secretary, the
directors can perform those duties.
• The secretary is appointed and removed by the directors of the
company
APPOINTMENTS PROCEDURES
• THEY MUST BE QUALIFIED BY BEING ONE OF THE FOLLOWING
a. Qualified Accountant
-this means one should have membership of one of the qualified bodies: ACCA,CIMA,CIPFA etc
b. A solicitor or barrister
Solicitor – a qualified legal practitioner responsible for preparing legal documentation,
representing or defending a client’s legal interests and may also provide legal advice on law
cases
Barrister – a lawyer who represents clients in the higher courts of law.

c. Qualified chartered company secretary

d. Company secretary of a public company for 3years of the last 5years
DUTIES OF THE SECRETARY
1. Keeping the statutory registers (they are those required by the
statute)
2. Filling/ submitting ACCURATE annual returns/ financial statements
3. Ensuring the statutory compliance
4. Organizing and attending board and general meetings to take the
minutes of the meetings
5. Signing Company Act required documents
POWERS OF THE COMPANY
SECRETARY
• The power to bind the company in all the transactions of an
administrative nature via “implied authority”.
In Panorama Developments, the company secretary ordered services
for his own, not the company’s, use. It
was held that the contract was binding on the company as the contract
was of the sort that a company secretary should be able to carry out
LIMITATIONS OF THE COMPANY
SECRETARY
• It does not extend to making commercial as opposed to administrative
contracts
In Re Maidstone Building Provisions, it was established that a person is not
‘party’ merely by reason of knowledge. They must take some active step,
such
as the ordering of goods.

• It does not usually carry the authority to borrow money

In Re Cleadon Trust Ltd
COMPANY AUDIT & AUDITOR
DEFINITION
• Audit is a statutory exercise in which external auditor examines a set
of f/s with the intention of expressing a statutory opinion on the truth
and fairness of the claims(figures) made in such f/s assertions.
• Auditor is someone who has knowledge in audit and f/s.
APPOINTMENT PROCEDURES OF AN
AUDITOR
• Auditors are appointed by the shareholders at the AGM.
• By members
• Usually appoint an auditor in general meeting by ordinary resolution.
• Auditors hold office from 28 days after the meeting in which the
accounts are laid until the end of the corresponding period the next
year. This is the case even if the auditors are appointed at the meeting
where the accounts are laid.
• May appoint in general meeting to fill a casual vacancy.
continuation
• By directors
• Appoint the first-ever auditors. They hold office until the end of the
first meeting at which the accounts are considered.
• May appoint to fill a casual vacancy.

• By Secretary of State
-May appoint auditors if members fail to.  Company must notify
Secretary of State within 28 days of the general meeting where the
accounts were laid
DUTIES OF AN AUDITOR
• The primary responsibility of auditors is that of expressing an opinion
on the truth and fairness of the financial statements
Additionally, they have to confirm that:
 A statement of director’s responsibilities is included with the FSs
 Each branch of the business has given sufficient information
 Underlying records match and are consistent to the FSs
 Adequate accounting records have been kept
 Directors report is consistent to the FSs
RIGHTS OF AN AUDITOR
In order to discharge their duties, auditors are granted the following rights
Right to access all records required in the process of audit
Right to receive all information and explanations that may be required
Right to attend and receive notices to the general meetings of
shareholders
Right to speak at such meetings
Right to receive a copy of resolutions reached at the general meetings
Right to require the laying of accounts
REMOVAL OR RESIGNATION OF AN
AUDITOR
• A statement of circumstances is required when an auditor resigns or is
removed from office to give account of the reasons for the auditor’s
discontinuance
• If a resolution is proposed either to:
• Remove the auditors before their term of office expires or
• Change the auditors when their term of office is complete, the auditors have
the right to make representations of reasonable length to the company
• Auditors removed before expiry of their office may:
• Attend the meeting at which their office would have expired
• Attend any meeting at which the appointment of their successors is discuss