Latest Q and A from ICSA Chartered Secretary Magazine http://www.charteredsecretary.net Chartered Secretary magazine is the magazine of the Institute of Chartered Secretaries and Administrators (ICSA). It is published for the ICSA by ICSA Information & Training Ltd, the publishing and training company of the ICSA. Redundency criteria http://www.charteredsecretary.net/qanda_detail.php?id=3004 We need to make three redundancies, but cannot agree which criteria to use to select the employees to let go. One director wants to choose the three most recent recruits but I think we should use a combination of criteria. Which is preferable? Changes to Disclosure and Transparency Rules http://www.charteredsecretary.net/qanda_detail.php?id=3003 We are a fully-listed public limited company and understand that the Financial Services Authority (FSA) has introduced additional requirements under the Disclosure and Transparency Rules (DTRs). What are the changes, and when do they come into effect? What extra information do quoted companies need to include in annual reports? http://www.charteredsecretary.net/qanda_detail.php?id=3002 What extra information do quoted companies need to include in annual reports under the enhanced business review? Quorum rules for valid decisions http://www.charteredsecretary.net/qanda_detail.php?id=3001 Are the actions of directors valid where the number of directors appointed has fallen below the minimum required by the companys Articles of Association? Reducing the share capital of an LLP http://www.charteredsecretary.net/qanda_detail.php?id=3000 We are a private company and, following a restructure, wish to reduce our share capital. We have read that new provisions were implemented with effect from 1 October 2008 in respect of the reduction of share capital under the Companies Act 2006 what are these? We are a private company and our auditors have resigned. Do the members have to appoint new auditors? http://www.charteredsecretary.net/qanda_detail.php?id=2953 As a private company, we dispensed with the requirement to hold AGMs, appoint auditors, fix the auditors remuneration and lay accounts before the members each year, under the elective regime. Our auditors resigned following the most recent audit (for the financial year ended 31 December 2007). Does this mean new auditors will have to be appointed by the members? We want to change our company name. What kind of words are we not allowed to use? http://www.charteredsecretary.net/qanda_detail.php?id=2952 Our company trades internationally, and we want to change its name to reflect this. However, we understand certain words are sensitive or too like and we may be restricted in the words we can use. Is this correct? If so, what type of words are we not allowed to use? What issues do we need to consider after a director’s contract has been terminated? http://www.charteredsecretary.net/qanda_detail.php?id=2951 What issues do we need to consider after a directors contract has been terminated? Shares were allotted to a member in error. How can we rectify this? http://www.charteredsecretary.net/qanda_detail.php?id=2950 It has recently been brought to our attention that shares were allotted to a member and subsequently paid for by that member in one of our private limited companies in error. How can we rectify this? What can we do to protect our trade mark? http://www.charteredsecretary.net/qanda_detail.php?id=2949 We have a registered trade mark and it has come to our attention that someone is using a similar mark for similar goods. What can we do to protect our trade mark? Can an incorporating Irish business denominate share copital in Euros and what are the minimum requirements? http://www.charteredsecretary.net/qanda_detail.php?id=2908 We are an Irish business which will shortly be incorporating as a UK registered public limited company. Can we denominate our share capital in euros in line with our domestic business? What are the minimum requirements, if any? With the repeal of dispute resolution regulations, are formal procedures compulsory when issuing warnings or dismissing staff? http://www.charteredsecretary.net/qanda_detail.php?id=2907 Does repeal of the dispute resolution regulations mean we will no longer have to follow formal procedures when issuing warnings or dismissing staff? When recruiting NEDs to serve on the audit committee, how can the board ensure independance? http://www.charteredsecretary.net/qanda_detail.php?id=2906 We are a private company looking to list on the London Stock Exchange, and are currently recruiting for non-executive directors to serve on the audit committee. What should the board look out for to ensure they are independent? How can private companies declare and approve final dividends without AGMs? http://www.charteredsecretary.net/qanda_detail.php?id=2905 We are a private limited company and this year we will be declaring a final dividend. As private companies are no longer required to hold AGMs, how can this be approved? What are the new rules regarding shareholder details on companies\' annual returns? http://www.charteredsecretary.net/qanda_detail.php?id=2904 We understand that there are new rules being implemented regarding shareholder details on a companys annual return. What are these new rules and when are they coming into force?