What is corporate governance?+
icsa: The Governance Institute defines corporate governance as “the way in which companies are governed and to what purpose.” It is about practices and procedures designed to ensure a company is run in such a way that it achieves its objectives. This could be to maximise the wealth of its owners – the shareholders – subject to various guidelines and constraints such as behaving in an ethical way and acting in compliance with laws and regulations.
Corporate governance essentially involves balancing the interests of a company’s many stakeholders who will typically include shareholders, management, customers, suppliers, financiers, government and the general public.
According to the Organisation for Economic Co-operation and Development, whose principles are regarded as the global standard for corporate governance, the purpose of governance is “to help build an environment of trust, transparency and accountability necessary for fostering long-term investment, financial stability and business integrity, thereby supporting stronger growth and more inclusive societies.”
The UK Corporate Governance Code was introduced in 1992 to establish good business practice. It advises on the composition and operation of the board, gives guidance on board committees, as well as providing support on the key areas of risk management, shareholder communication and remuneration. Companies do not have to comply with the code but those who do not must explain why.
Good corporate governance is essential to ensure your company is run transparently and effectively. At Bridgehouse we can conduct comprehensive corporate governance reviews for your organisation and will implement a good governance framework in your company, encompassing crucial areas such as:
- Compliance with relevant legal requirements
- Punctual completion and submission of financial statements and annual returns
- Clear communication with stakeholders
- The ethics and responsibilities of the board
- Company culture
Why does my organisation need it?+
Quite simply, good governance makes sound business sense. Several academic studies have shown that corporate governance encourages effective management and a culture of openness and transparency that leads to long-term success. These clearly support the hypothesis that well-governed companies outperform their poorly governed counterparts in terms of producing higher equity returns, being valued more highly and delivering better operating performance.
This was reinforced by the UK parliament’s Business, Energy and Industrial Strategy (BEIS) select committee, which having conducted in-depth research, confirmed good corporate governance gives companies a competitive advantage.
While good governance is currently only a stipulated legal requirement for listed companies who must comply with the Financial Reporting Council’s (FRC) Corporate Governance Code, a solid system of governance can benefit organisations of all types and sizes across all sectors as it is fundamentally about improving transparency and accountability within existing frameworks. Benefits typically include:
- Efficient and consistent management
- High level of transparency, which builds trust
- Protects reputation
- Reduces waste
- Reduces risks, mismanagement and corruption
- Financial gains
Empirical evidence on corporate governance in Europe: The effect on stock returns, firm value and performance (2003) – Bauer, Guenster and Otten
Corporate Governance and Equity Prices – Paul Gompers, Joy Ishii and Andrew Metrick (2003)
Who needs a company secretary?+
Publicly listed companies are required by law to have at least one qualified company secretary who reports to the board of directors. However, many privately-owned companies also call on company secretarial services to ensure they comply with all relevant legislation and statutory obligations while making best use of limited resources.
What are the advantages of an outsourced company secretary?+
There can be numerous benefits when you choose to outsource the company secretary role to a firm like Bridgehouse Company Secretaries:
- Cost-savings – A fully qualified company secretary can cost anything from £60,000 to £120,000 depending on experience – a figure that is out of reach for many organisations. When you choose Bridgehouse Company Secretaries you have the expertise you need on tap but pay only for the support you need, when you need it.
- Experience – You benefit from the services of a pragmatic, multi-skilled professional with real-world commercial experience who can hit the ground running.
- Focused support – Unlike an in-house company secretary who will typically have many competing demands on their time, when you bring in an external professional they are utterly focused on the task in hand – after all, that is what you are paying them to do.
- Independent viewpoint – Many organisations value an outsourced company secretary for the independence they bring. This can be of real benefit, for example, when the company secretary acts as a bridge between management and the board, guiding directors through contentious issues objectively without any conflicts of interest.
- Freedom to focus on core business – Outsourcing necessary but nonetheless time-consuming company secretarial responsibilities to professionals like Bridgehouse Company Secretaries allows companies to concentrate on what they do best, secure in the knowledge their compliance responsibilities are in good hands and their reputation protected.
What services does Bridgehouse Company Secretaries offer?+
Bridgehouse Company Secretaries provides both high level strategic support and hands-on help for its clients. As well as providing impartial advice and guidance to company directors on issues such as compliance with legal obligations and avoiding conflicts of interest, we also perform various tasks for clients that relieve the burden on the board. These include:
- Corporate governance services
- Meeting management services
- Project-based company secretarial support
- Regulatory compliance
- Company formations and Companies House filings
- Sector-based company secretarial support
- Legal services
- Quality Management Systems
Many of our clients find it helpful to have an extra pair of hands to help with financial year end, statutory filing deadlines and a busy meeting schedule. Please contact us to discuss how we can help you.
Trade mark protection+
A trade mark is simply a sign that differentiates your goods or services from those of others. It can include words, logos, pictures, or a combination of one or more of them. When properly promoted, a trade mark can become a brand that customers recognise and for this reason can have tangible value. It is important to protect this business asset.
When you register your trade mark, you’ll be able to:
- Take legal action against anyone who uses your brand without your permission, including counterfeiters
- Put the ® symbol next to your brand – to show that it’s yours and warn others off using it
- Sell and license your brand
How does the trade mark registration process work?
There are five stages of a trade mark application, which starts with initial assessment and search through to the formal application stage. Our trade mark specialists at Bridgehouse Company Secretaries specialists can guide you through the process and manage it on your behalf. Click here for our help to register your trade mark.
Do all names qualify as a trade mark?
No, product or service names do not automatically qualify as a trade mark. Your trade mark must be unique. It can include:
- a combination of any of these
However, your trade mark can’t:
- be offensive, for example contain swear words or pornographic images
- describe the goods or services it will relate to, for example the word ‘cotton’ can’t be a trade mark for a cotton textile company
- be misleading, for example use the word ‘natural’ for goods that aren’t natural
- be a three-dimensional shape associated with your trade mark, for example use the shape of an egg for eggs
- be too common and non-distinctive, for example a vague statement like ‘the best at what we do’
- look too similar to official state symbols like flags or hallmarks (based on World Intellectual Property Organization guidelines)
Certain company names may not qualify as a trade mark because, for example:
- It is not considered distinctive
- It is a descriptive word or term (such as ‘Reliable builders’ or ‘Cheap car insurance Company’)
- It may indicate geographical origin
- It may already be registered in someone else’s name
If my company name is already registered with Companies House does that mean my trade mark is protected?
No. To protect your brand you need to specifically register it as a trade mark. Contact Bridgehouse Company Secretaries if you would like our help with this.
What countries will my trade mark cover?
A UK trade mark will protect your brand in England, Scotland, Wales, Northern Ireland and the Isle of Man.
Once I have a registered trade mark, can I add other goods and services at a later date if my business expands?
No. For this reason, when you apply you should consider whether your business is likely to grow in the future and make sure your application allows for the possibility of extra goods or services. It is not possible to extend a registration to cover more goods or services after you have applied so to register your trade mark for additional goods or services you will need to reapply and pay the appropriate fee.
Can I get a refund if my application is turned down?
No. However, Bridgehouse Company Secretaries will advise you on the process, ensure your application is correctly drafted based on the information provided to us and steer your application through the process to give you the best chance of success.
How long does a trade mark registration last?
Indefinitely, provided the renewal fees are paid on time every 10 years.
Can I sell on my trade mark registration?
Yes. It is similar to any other property you may own.
Why can’t my trade mark be descriptive?
The rules state you cannot use everyday words which describe what your goods or services are. The official reason is that everybody delivering such goods or services should be able to use these words. Ideally, your trade mark should immediately remind people seeing it that it is your unique trade mark and nobody else’s, encouraging them to return to purchase your goods or services in the future.
Once I apply to register my trade mark, does this stop anyone else using the mark?
If your mark gets registered you are protected against someone else using or applying for registration of the same or similar mark for the same or similar goods or services. It is easier to prove that a mark is the same rather than similar but the final decision as to who owns the rights in any trade mark dispute can only be settled by the courts.
Articles of Association+
Why is it important to keep our articles of association up-to-date?
It is sensible for the board to review the company’s articles on a regular basis. As the company and its circumstances change, some clauses may no longer be useful and, conversely, new provisions may be needed. By reviewing and, if necessary, updating the articles the company can strike the right balance between the needs of the directors and shareholders – giving them the powers required to run the company – while at the same time protecting the interests of shareholders.
Another good reason is to ensure that your company is able to take advantage of new, user-friendly provisions set out in the Companies Act 2006, which was drafted with small businesses in mind. The Act introduces new articles of association, which simplify the way a company organises its constitution and makes it easier for the directors to run the business on behalf of the shareholders.
The new articles automatically apply to companies established after 1 October 2009 and companies set up before that date have the option of adopting the new articles.
The Bridgehouse Company Secretaries team has reviewed the provisions of the Companies Act 2006 that are most relevant to privately owned limited companies and prepared articles that give such companies maximum flexibility to manage tasks such as the appointment of auditors, the adoption of accounts and the chairing of general meetings.
What is the procedure for changing my articles?
Changing the articles does involve several steps but Bridgehouse Company Secretaries can handle this on your behalf. We prepare board and members’ resolutions for the directors and shareholders to sign and arrange for the relevant paperwork to be filed at Companies House. Timing is crucial as is if is not done within 15 days of the members’ resolution being passed, the company will be subject to a £200 civil penalty.
Why are some organisations legally required to have a confirmation statement?
On 30 June 2016, the ‘confirmation statement’ replaced the annual return as one of a number of changes brought about by the Small Business, Enterprise and Employment Act 2015 (‘SBEE’).
Since that date companies must file a confirmation statement with Companies House at least once a year, even if the company is dormant. Failure to file a confirmation statement could lead to serious consequences for the company. For example, the registrar may assume the business is no longer trading and take steps to strike it from the register.
The main difference between an annual return and the annual conformation statement is that rather than providing a snapshot of your company data at a specific date, the confirmation statement is a process of checking and confirming that the information held at Companies House is accurate.
Importantly, the requirement to file a confirmation statement applies to all businesses, whatever their size – including flat management companies and single owner-managed firms.
It is the company directors’ responsibility to ensure the confirmation statement is submitted on time. If they do not, they could be prosecuted by Companies House because failure to file is a criminal offence. Be warned: the time given to file the confirmation statement is just 14 days, compared to 28 days for annual returns.
Bridgehouse Company Secretaries can take care of this for you and ensure you never miss a deadline.
Why do I need an anti-bribery policy?
It is essential that every organisation, whether commercial, charitable or not-for-profit, has a clearly stated anti-bribery policy to avoid misunderstandings and protect the business, its directors and employees. Such a policy should include the organisation’s policy on accepting gifts and hospitality.
All stakeholders need to know that offering or accepting bribes is unlawful under The Bribery Act 2010 and that the organisation has zero tolerance for bribery. This has the potential to cause reputational damage, result in sanctions and have personal consequences for the individual(s) concerned.
It is important that the charitable or not-for-profit organisation ensures that any bribery prevention procedures are proportionate to the bribery risks that the organisation faces. An initial assessment of risk across the organisation is therefore a necessary first step to ensuring that the procedures are appropriate to prevent incidents of bribery.
Once the anti-bribery procedures are in place, it is important to ensure there is buy-in from the top of the organisation, that the policy is widely promoted and communicated and its effectiveness regularly monitored and reviewed. If your organisation already has a gifts and hospitality policy in place, this is a good starting point when developing an anti-bribery policy.
Bridgehouse Company Secretaries is experienced in drawing up anti-bribery policies for a variety of commercial, charitable and not-for-profit organisations and would be happy to help you with this.
Why do I need a hospitality policy?
We recommend that every organisation, whether commercial or not-for-profit, draw up guidelines on offering or accepting hospitality to protect employees and directors from allegations of undue influence or conflict of interests.
Why do I need a code of conduct?
Bridgehouse Company Secretaries recommends that every organisation, whether commercial or not-for-profit, draw up a code of conduct covering issues like hospitality, gifts and purchasing to protect employees and directors from allegations of undue influence or conflict of interests.
Can you provide a service to companies of all sizes?
Yes, we work with organisations of varying types and sizes based in the UK and overseas.
Can I use you on a short-term basis or for a one-off project?
Yes, we never tie you into an ongoing commitment and are happy to work on a project by project basis.
Do I need to employ someone in-house too?
This depends on the size and needs of your organisation. A multinational firm may already employ an in-house team but a smaller firm may wish to outsource work because they do not have the resources or in-house expertise needed to fulfil the role of a company secretary. Outsourcing this work to us allows you to benefit from the expertise of qualified lawyers, without committing to the expense of employing a full-time legal expert.
Do you have any examples of the work you’ve done?
Take a look at our case studies page for more information.
How much do you charge?
You only pay only for the support you need, when you need it. Contact us directly to discuss your requirements and we can provide you with a quote.
When are you available?
Monday to Friday, five days a week.
What qualifications do your chartered secretaries have?
All our company secretaries are qualified and have a minimum of five years’ experience.
References can be supplied upon request.