Question Tag: Company Secretary

Search 500 + past questions and counting.
Professional Bodies Filter
Program Filters
Subject Filters
More
Tags Filter
More
Check Box – Levels
Series Filter
More
Topics Filter
More
  • 12 Marks

BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

i) Section 211(3) Companies Act, 2019 Act 992 provides that directors shall appoint a person as a Company Secretary who possesses the following qualifications: Has obtained a professional qualification or tertiary level qualification (with an offering in company law practice and administration) that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary. Has held office, before the appointment, as a Company Secretary trainee or has been articled under the supervision of a qualified Company Secretary for a period of at least three years. Is a member in good standing of; o The Institute of Chartered Secretaries and Administrators or o Institute of Chartered Accountants, Ghana Having been enrolled to practice, is in good standing as a barrister or solicitor in the Republic or By virtue of an academic qualification, or as a member of a professional body, appears to the directors as capable of performing the functions of a secretary of the company. (3 points @ 2 marks each = 6 marks)

ii) Under section 177 Companies Act, 2019 Act 992 a fraudulent person is restrained from appointment as a director of a company where: A person is convicted, whether in the Republic or elsewhere of an offence involving fraud or dishonesty an offence in connection with the promotion, formation or management of a body corporate, an offence involving insider dealing or any other criminal offence which is not a misdemeanor A person is adjudged bankrupt whether in the Republic or elsewhere A person has been culpable of a criminal offence, whether convicted or not, in relation to a body corporate or of fraud or breach of duty in relation to a body corporate It appears a person is debarred by a competent authority from being a member of a recognized professional body as a result of a disciplinary inquiry; or There is an ongoing investigation by a criminal investigation body or by the Registrar of Companies or the equivalent in a foreign jurisdiction regarding (above) A person is automatically disqualified of a period of 5 years if that person; Has been convicted within the last five years of an offence involving fraud or dishonesty or relating to the promotion, formation or running of a company Has been a director or senior executive of a company that has become insolvent within the last five years on account of or partly as a result of culpable activities of that director or Has been disqualified to act as company secretary, receiver, manager or liquidator of a company. (Any 3 points @ 2 marks each = 6 marks)

  • 15 Marks

BCL – Mar 2023 – L1 – Q3b – Company Directors and Other Officers

Identify the qualifications, fiduciary duties, and types of a Company Secretary.

A Company Secretary is an officer of the company responsible for the recording of proceedings of both Board and General Meetings. The Company Secretary embodies the institutional memories of the organization and brings directions in the governance of the company. The Company Secretary may be an individual, a partnership, or a company.

Required:
i) Identify THREE (3) characteristics that qualify a person to be appointed as Company Secretary under the Companies Act, 2019 (Act 992).
(6 marks)

ii) State THREE (3) fiduciary duties required of a Company Secretary.
(6 marks)

iii) Explain TWO (2) types of Company Secretary.
(3 marks)

i) Characteristics that Qualify a Person to be Appointed as Company Secretary:

The directors shall not appoint a person as a Company Secretary unless that person:

  • Has obtained a professional qualification or a tertiary level qualification that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary.
  • Has held office, before the appointment, as a Company Secretary trainee or has been articled under the supervision of a qualified Company Secretary for a period of at least three years.
  • Is a member in good standing of:
    • The Institute of Chartered Secretaries and Administrators, or
    • The Institute of Chartered Accountants, Ghana,
  • Having been enrolled to practice, is in good standing as a barrister or solicitor in the Republic, or
  • By virtue of an academic qualification, or as a member of a professional body, appears to the directors as capable of performing the functions of secretary of the company.

(Any 3 points @ 2 marks each = 6 marks)

ii) Fiduciary Duties of a Company Secretary:

  • Confidentiality: The Company Secretary cannot, with the insights it has gained from a company, disclose corporate matters, including corporate secrets, to outsiders.
  • Diligence: The Company Secretary must carry out his, her, or its duties conscientiously and timeously – in a word, with diligence. Any tardiness on the part of the Company Secretary is bound to adversely affect the governance of the company, such as with respect to Board and General Meetings, filings with the Registrar of Companies, and other compliance matters, as well as the quality of its management.
  • Faithfulness: Faithfulness includes avoiding a conflict of interest or making a secret profit. A Company Secretary must not place himself, herself, or itself in a position where he, she, or it is more interested in his, her, or its welfare than in that of the company. For example, one cannot, as a Company Secretary, set up a rival business or make a private deal that should properly go to the company.

(Any 3 points @ 2 marks each = 6 marks)

iii) Types of Company Secretary:

  • Member Secretary: In this category, the secretary is part of the board and a member of the board meeting who is also responsible for recording the deliberations of the meeting. Records of the members present will include the secretary, but where he/she is a non-member secretary, the record will indicate that the secretary is under ‘In attendance’.
  • Non-member Secretary: The argument in favor of this category is that one cannot effectively fully participate in deliberations and then fully or fairly record proceedings.
  • Professional Secretary: This involves the practice that touches on company administration and secretarial services. Legal and paralegal services will be delivered by lawyers, chartered accountants, chartered secretaries, and most commonly solicitor secretaries.
  • Executive Secretary: An organization may employ a secretary as part of its full-time staff, and his or her schedule will include executive responsibilities such as serving as secretary to the board, acting as chief administrative officer, and/or being the Registrar of the organization. Examples of such positions can be found in Public Universities, Ghana Energy Commission, Law Reform Commission, etc.

(Any 2 points @ 1.5 marks each = 3 marks)

Take control of your business data with insight and in-depth understanding by taking this course. 

Services

Contact Info

  • +233203701923
    +233543919232
  • info@noohrabusiness.com

Get In Touch

Follow us on our social media and get daily updates.

Facebook-f Twitter Linkedin-in Envelope