ROLE OF THE COMPANY SECRETARY

The role of the company secretary is:

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to provide comprehensive legal and administrative support and guidance to the board of directors; to assist in the implementation of corporate strategies by ensuring that the board s decisions and instructions are properly carried out and communicated; to ensure the company complies with all relevant statutory and regulatory requirements; and to communicate with the shareholders as appropriate and to ensure that due regard is paid to their interests.

DUTIES AS A DEEMED DIRECTOR OF THE COMPANY

The company secretary The company secretary s duties as an officer of the company form the basis of what we have defined as core duties and are those which all company secretaries must attend to in order to comply with the law, regardless of the terms of their individual contracts of employment. It is vital that company secretaries are aware of their duties and potential liabilities as a deemed director .1. of the company. The fiduciary duties of directors apply equally to executives occupying senior management positions in the company and authorised to act on its behalf 2. This usually includes the company secretary who, in any event, as an officer has the following duties: to act in good faith in the interests of the company; not to act for any collateral purpose; to avoid conflicts of interest; and not to make secret profits from dealings for and on behalf of the company. Company secretaries must take care to ensure that, where certain of their responsibilities are delegated, such tasks are properly executed since they can be held accountable in law for any failure of the company to comply.
1. General Meetings Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the companies Articles of Association; obtaining internal and external agreement to all documentation for circulation to shareholders; preparing and issuing notices of meetings, and distributing proxy forms; trying to prepare directors for any shareholder questions and helping them create briefing materials; overseeing the preparations for security arrangements.

At meetings, ensuring that proxy forms are correctly processed and that the voting is carried out accurately; co-ordinating the administration and minuting of meetings.

What is an Annual General Meeting?

An Annual General Meeting, commonly referred to as an AGM, is a formal meeting which is held once a year. It is a legal requirement for voluntary organisations that have company status. It is good practice for charities to have an AGM to act as a review of the year and deal with issues such as the election of committee/board members and reviewing the annual accounts. Each individual organisation should have a section of its Constitution which deals with AGMs, and this gives guidance as to how the AGM should be run and what matters should be dealt with. Although it is a formal meeting, it can also be a good opportunity to communicate with members, clients, partners and other interested parties.

Timing
Again, each organisation should find guidance in its Constitution regarding when an AGM should take place. It does need to take place following the end of your financial year when accounts have been audited.

Committee/Board Nominations.
Your Constitution should also give guidance on electing committee or board members. It is advisable to ask for nominations before the AGM, which should be proposed and seconded. Check whether your constitution has rules about who is allowed to stand as a committee or board member.

Publicity and Invitations

It is usual for organisations to be required to give advance notice of the AGM. Your Constitution may state that this notice needs to be made public, e.g. through the local newspaper, and by writing to members 21 days prior to the event. A copy of the agenda (see below) should be sent along with the invitation. Committee and Board members should attend, and normally staff and other volunteers are encouraged to attend. Invitations may also go out to clients, and local decision-makers as appropriate.

Venue
The venue needs to be as accessible as possible. Try to find out beforehand if attendees have particular requirements, e.g. wheelchair access, translation services. It is useful if the venue has a microphone. top of page

Running the AGM

The AGM is normally conducted by the Chair of the organisation. Minutes of the meeting should be taken by the Secretary. A typical AGM agenda will cover the following items:

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Opening remarks/Welcome Apologies Minutes of previous AGM Matters arising from the Minutes Presentation of Annual Report (Chair/Secretary) Adoption of Annual Report Presentation of Accounts (Treasurer) Adoption of Accounts Appointment of Auditors/Independent Examiner Election of Management Committee/Office Bearers Motions to be put to the AGM Any Other Competent Business Closing remarks

Financial Market

What Does Financial Market Mean? Broad term describing any marketplace where buyers and sellers participate in the trade of assets such as equities, bonds, currencies and derivatives. Financial markets are typically defined by having transparent pricing, basic regulations on trading, costs and fees and market forces determining the prices of securities that trade. Some financial markets only allow participants that meet certain criteria, which can be based on factors like the amount of money held, the investor s geographical location, knowledge of the markets or the profession of the participant.

Investopedia explains Financial Market Financial markets can be found in nearly every nation in the world. Some are very small, with only a few participants, while others like the New York Stock Exchange (NYSE) and the forex markets trade trillions of dollars daily. Most financial markets have periods of heavy trading and demand for securities; in these periods, prices may rise above historical norms. The converse is also true downturns may cause prices to fall past levels of intrinsic value, based on low levels of demand or other macroeconomic forces like tax rates, national production or employment levels. Information transparency is important to increase the confidence of participants and therefore foster an efficient financial marketplace.

Futures Market
What Does Futures Market Mean? An auction market in which participants buy and sell commodity/future contracts for delivery on a specified future date. Trading is carried on through open yelling and hand signals in a trading pit.

What Does Primary Market Mean? A market that issues new securities on an exchange. Companies, governments and other groups obtain financing through debt or equity based securities. Primary markets are facilitated by underwriting groups, which consist of investment banks that will set a beginning price range for a given security and then oversee its sale directly to investors. Also known as "new issue market" (NIM).

Primary Market
Investopedia explains Primary Market The primary markets are where investors can get first crack at a new security issuance. The issuing company or group receives cash proceeds from the sale, which is then used to fund operations or expand the business. Exchanges have varying levels of requirements which must be met before a security can be sold. Once the initial sale is complete, further trading is said to conduct on the secondary market, which is where the bulk of exchange trading occurs each day. Primary markets can see increased volatility over secondary markets because it is difficult to accurately gauge investor demand for a new security until several days of trading have occurred. Investopedia explains Primary Market The primary markets are where investors can get first crack at a new security issuance. The issuing company or group receives cash proceeds from the sale, which is then used to fund operations or expand the business. Exchanges have varying levels of requirements which must be met before a security can be sold. Once the initial sale is complete, further trading is said to conduct on the secondary market, which is where the bulk of exchange trading occurs each day. Primary markets can see increased volatility over secondary markets because it is difficult to accurately gauge investor demand for a new security until several days of trading have occurred.

Secondary Market

What Does Secondary Market Mean? A market where investors purchase securities or assets from other investors, rather than from issuing companies themselves. The national exchanges - such as the New York Stock Exchange and the NASDAQ are secondary markets. Secondary markets exist for other securities as well, such as when funds, investment banks, or entities such as Fannie Mae purchase mortgages from issuing lenders. In any secondary market trade, the cash proceeds go to an investor rather than to the underlying company/entity directly. Investopedia explains Secondary Market A newly issued IPO will be considered a primary market trade when the shares are first purchased by investors directly from the underwriting investment bank; after that any shares traded will be on the secondary market, between investors themselves. In the primary market prices are often set beforehand, whereas in the secondary market only basic forces like supply and demand determine the price of the security. In the case of assets like mortgages, several secondary markets may exist, as bundles of mortgages are often repackaged into securities like GNMA Pools and re-sold to investors.

Spot Market

What Does Spot Market Mean? 1. A commodities or securities market in which goods are sold for cash and delivered immediately. Contracts bought and sold on these markets are immediately effective. 2. A futures transaction for which commodities can be reasonably expected to be delivered in one month or less. Though these goods may be bought and sold at spot prices, the goods in question are traded on a forward physical market. Investopedia explains Spot Market 1. The spot market is also called the "cash market" or "physical market", because prices are settled in cash on the spot at current market prices, as opposed to forward prices. 2. Crude oil is an example of a future that is sold at spot prices but its physical delivery occurs in one month or less.

Characteristics of the money market

The money market is a market for financial assets that are close substitutes for money. It is a market for overnight short-term funds and instruments having a maturity period of one or less than one year. It is not a place (like the

Stock market), but an activity conducted by telephone. The money market constitutes a very important segment of the Indian financial system. The characteristics of the money market are: 1. It is not a single market but a collection of markets for several instruments 2. It is wholesale market of short term debt instruments 3. Its principal feature is honor where the creditworthiness of the participants is important. 4. The main players are: Reserve bank of India (RBI), Discount and Finance House of India (DFHI), mutual funds, banks, corporate investor, non-banking finance companies (NBFCs), state governments, provident funds, Primary dealers. Securities Trading Corporation of India (STCI), public sector undertaking (PSUs), non-resident Indians and overseas corporate bodies. 5. It is a need based market wherein the demand and supply of money shape the market.

Stock market
Also called the equity market, the market for trading equities.

Equity Market

What Does Equity Market Mean? The market in which shares are issued and traded, either through exchanges or over-the-counter markets. Also known as the stock market, it is one of the most vital areas of a market economy because it gives companies access to capital and investors a slice of ownership in a company with the potential to realize gains based on its future performance. Investopedia explains Equity Market This market can be split into two main sectors: the primary and secondary market. The primary market is where new issues are first offered. Any subsequent trading takes place in the secondary market.

The JCSD, a wholly-owned subsidiary of the Jamaica Stock Exchange, is a facility for holding securities which enables share transactions to be processed by book entry. A book entry system is an accounting system which facilitates the change of ownership of securities electronically between parties, without the need for the movement of physical documents. In short, "the JCSD is a means of recording the ownership of shares."

Stock
Stock is a security issued in the form of shares that represent ownership interests in a company. There is both common stock (often simply called "stock," "shares," or "equity") and preferred stock. Common stock holders elect the company's board of directors and actively participate in the company's success (or failure) through a rising (or falling) stock price. A bond is a certificate of debt issued by a government or corporation guaranteeing payment of the original investment plus interest by a specified future date. Basically one is making a loan to the government or corporation and gets paid a sum of money in the future for letting the government or corporation borrow the money. Bonds are one way the government raises money besides taxes.