Latest Q and A from ICSA Chartered Secretary Magazine

Director\'s Security

A new director at our pharmaceutical company is concerned about being a target for activists. He would like to keep his residential address private. We have informed him that only a directors service address is on the public record, is there anything else that we can do?

AGM Rules

The interim proxy votes for our AGM indicate that the resolution to approve the Remuneration Report will not be passed. However, the resolution may pass on a show of hands at the meeting. If this happens, is the chairman obliged to call a poll or can he declare the resolution passed?

AGM Rules

Can you please tell me if the location of a Companys Annual General Meeting (AGM) can be changed once the notice has been sent out?

Trademark Laws

We are a company that owns a UK trade mark registration. We are beginning to expand into Europe and the USA and wish to protect our trade mark in these countries. Do we have to make separate trade mark applications for each country?

Administration rights

Can a company come out of administration, and what happens to the members rights throughout administration?

Insider Dealing

Our company delisted from AIM recently, and I am not sure whether we still need to observe rules on insider dealing. Can you advise what the position is?

Non-Executive Director Appointment

What key considerations should we take into account when drafting a letter of appointment for a non-executive director (NED)?

Fire Safety Rules

We are a small, office-based company and would be grateful for some advice on the implications of the fire safety rules as they apply to us.

Fire sfety regulations

The Regulatory Reform (Fire Safety) Order 2005 affects all non-domestic premises in England, Wales and Scotland, and so primarily affects employers and building owners.

We plan to change our company�s name as part of a rebranding: What do we need to do to retain the word �Wales� as part of the name?

With the introduction of The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009, the list of words and expressions that are considered sensitive has changed, as have the justifications that must be given in order to use a sensitive word.

Time off for training

I am worried about how we will cope with the new right to time off for training. Do we have to give all employees a certain amount of time off for training now?

Directors\' service contracts

I want to issue a directors service contract for a fixed term of three years. Have the provisions relating to directors service contracts changed in the Companies Act 2006?

AGM security

We fear our AGM may be targeted by demonstrators. What precautions can we take to prevent disruption of the meeting?

Director indemnification

Our company is considering making a significant acquisition and, as company secretary, I wish to ensure our directors are adequately indemnified. In light of the Companies Act 2006, what should I take into account when reviewing our present arrangements?

Share transfers

Our articles of association permit us to refuse to register a transfer of shares without giving any reason. I have a feeling the position has now changed under the Companies Act 2006. Can we still rely on the articles?