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THE COMPANY SECRETARY
As stated in Chapter 2 all limited companies are required, under British Company Law, to have a Company Secretary; in the case of private companies the directors are free to appoint any suitable person for this position, but in the case of public companies—where the money of the public is concerned—the Company Secretary must be a properly qualified person, a member of a recognised Institute or Association. The correspondence of the Company Secretary is particularly concerned with shareholders' meetings, board meetings, and the various forms that must be sent in to the office of the Registrar of Joint Stock Companies (the Government department concerned with company regulations). The Company Secretary may also deal with enquiries for information concerning other firms, although the Accounts Department often handles these matters. Administrative questions outside the ordinary trading come into the sphere of the Company Secretary, under instructions of the Board of Directors.
The Company Secretary writes to the Chairman of the Board of Directors 17. I think it would be advisable to call a meeting to discuss the matter of... that has just arisen. If you will kindly let me know a day and time suitable to you I will then contact the other members of the Board. The matter to be discussed could be: price reductions; employees' pensions; or a 'take-over bid'.
Further phrasing for letters written by a Company Secretary, for the Chairman of a company 18. The Chairman has asked me to call a round-table meeting, to discuss the take-over bid with the other parties interested. 19. The Chairman has instructed me to say that he considers it advisable to call a meeting at an early date. 20. In view of the difficulties that have arisen I think it is advisable to call a meeting, so that the whole matter can be thrashed out. 21. I feel these matters can be more speedily settled at a meeting. Official phrasing used by the Company Secretary when writing letters either to directors or to shareholders, or other persons concerned 22. The Chairman has asked me (to write to you) (to inform you)... 23. I have been instructed by the Board... 24. I have been requested (by the Chairman) (by the Board) . . . 25. At the request (of the Chairman) (of the Board) I am writing... 26. As requested, I am enclosing a copy of the Minutes of the last meeting, concerning... 27. ... I am enclosing a copy of the resolution passed at the last meeting of the Board ... LEGAL MATTERS In the case of small firms various matters are dealt with by the Secretary on the instructions of, and after discussion with, the directors; in larger firms these matters would be the concern of the Accounts Department in other words of the Chief Accountant, or Accountant, also after discussion with the directors. Among such matters would be any legal action to be taken in the case of non-payment of debt, default in carrying out a contract, or a dispute of any kind involving the firm. The directors of a company do not act without the advice of the company's solicitors, and all contracts and agreements entered into are first approved by the lawyers. It is sometimes necessary to ask solicitors in another country to act on the firm's behalf, and the following type of letter might then be written: [26] Letter to solicitors, asking them to act for the firm Your name has been given to us by Green, Black & Green, our solicitors in Luton, t and I am writing at the request of my Directors to ask if you would be good enough to act on our behalf in the matter of non-fulfilment of a contract by ... (name given) of your city. . The precise facts of the case are set out in the enclosed copy of the document and attached statement by my Directors. We hope you will be willing to undertake the case for our company, and as the matter is rather urgent your early reply will be greatly appreciated. (This letter would be signed by the Secretary of the company.) * The .name of the solicitors might also be obtained from the Embassy of the country in which the legal action will be brought, or from the Board of Trade in London, etc. INVESTMENTS Like a private individual, a firm invests that part of its funds which are) not immediately required for necessary payments, and like an individual, the firm usually buys shares or stock on the Stock Exchange. The very large organisations, such as the banks and insurance companies, are big shareholders in other concerns. A company cannot buy its own shares. This investment of funds is a matter for the Board of Directors, and again the Company Secretary as well as the Accountant of the firm is concerned. The enquiries are usually made and instructions given by telephone but the brokers will confirm the transaction by the sending of contract notes, either for buying or selling. The following are examples of phrases used in correspondence on this matter: Buying and selling on the Stock Exchange 28. We confirm our telephone conversation and shall be glad if you will buy on our behalf the following shares and government bonds: 29. We confirm our telegram of today, instructing you to buy for our account: 500 ordinary shares in ... (name or firm). As the market in these shares is decidedly dull at present we hope that you can get them at a very reasonable price. Broker's replies to instructions 30. We are pleased to advise you that, in accordance with your instructions, we have this day bought, for settlement cash, the following:... 31. We have received your letter of yesterday, confirming your telegram, and in accordance with your instructions we sold your holding of. .. (number and type of shares) in ... (name or firm). The contract note, giving details of this transaction, is enclosed and the proceeds of the sale will be credited to your account in due course. 32. With reference to your recent call at our office, we now enclose a memorandum giving an opinion on your investments, together with suggestions for the investment of the other funds you have available. We shall be happy to supply you with any further information you may require, and to carry out any changes on which you may decide. 33. We confirm the receipt of your instructions to sell: 755 Ordinary VICKERS at best." This order will be considered in force until completed or cancelled. 34. We have remitted the sum of.... representing the sale proceeds" of the securities on ... (date given) to the Bank of.... for your credit, as instructed. Instead of dealing direct with brokers a firm may buy and sell shares through its bank; the bank employs the services of a broker to buy and sell on the Stock Exchange and the commission is shared. The following are examples of correspondence with a bank for the buying of shares.
[27] Instructions to a hank to purchase shares
THE WESTERN TRADING COMPANY LTD. PLYMOUTH
The Manager 3 January 1978 Bank of Commerce Ltd. Plymouth PL2 4CF Dear Sir In confirmation of our telephone instructions of this morning, will you please arrange for the purchase of the following shares for my company at best: 1,000 Ordinary, Great Union Steel, @ about 150 500 Preference, Western Plastics, @ about 175 Our cheque to cover the purchase price will be forwarded to you immediately upon receipt of your advice of completed purchase. Will you please meanwhile send me the contract notes and documents authorising the companies to pay the dividends to you for the credit of the Western Trading Company. The share certificates should be forwarded to me in due course. Yours faithfully THE WESTERN TRADING CO. LTD. Secretary
[28] Reply from the bank to letter no. 27 ÂÑ Date: 2016-03-03; view: 1812 |