> Sector Specifics

Good governance is essential for all organisations of all types, regardless of size or industry sector. Compliance failure can lead to sanctions, including hefty fines, and risk reputational damage. The Bridgehouse Company Secretaries team has extensive experience that spans the public, private and not-for-profit sectors.  This means we can hit the ground running.

We apply universal principles of good governance before drilling down into specific codes and regulation applicable to our client’s particular sector. So, irrespective of the sector in which your company operates, you can be assured that nothing fazes us. From a start-up to a PLC and everything in between, you will find us flexible, reliable and responsive.

Academy Trusts+

Experience in your sector

Multi-Academy Trusts (MATs)

Academies are publicly funded independent schools that receive money direct from the government, rather than the local council. They are run by an academy trust which employs the staff. Some academies have sponsors such as businesses, universities, other schools, faith groups or voluntary groups.

There is no one-size-fits-all blueprint for academy governance, but as the governing bodies are independent and have responsibility for operating and directing school affairs, good governance is particularly important and consequently the company secretary role in an academy trust is crucial.

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AIM Listed Companies+

Experience in your sector

AIM (formerly the Alternative Investment Market) is the London Stock Exchange’s international market for smaller growing companies. A wide range of businesses including early stage, venture capital-backed and more established companies join AIM seeking access to growth capital. Launched on 19 June 1995, it allows smaller companies to float shares with a more flexible regulatory system than applies to the main market. More than 3,000 companies have joined AIM, raising over £60 billion in new and further capital fundraisings.

As with any business, an AIM-listed company is subject to a range of regulatory and legal obligations with which it must comply. The primary obligations owed by a company are set out in the Companies Act 2006. These include having in place articles of association which set out the company’s constitution, including the core duties and obligations of its shareholders and directors.

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Charities+

Experience in your sector

Charities are governed by a raft of legislation including the Charities Act 2011, the Trustee Acts 1925 and 2000, and are regulated by the Charity Commission.  Additionally, charitable companies (those incorporated as a company limited by guarantee) must also comply with the provisions of the Companies Act 2006.

The Charity Commission now has the power to automatically disqualify someone from serving as a charity trustee. Those who have been disqualified will not be allowed to occupy a senior management position in a charity or be actively involved in managing a corporate charity. The Commission’s enhanced regulatory powers include the power to issue an official warning to charities. Consequently, it is important that charities comply with applicable legislation and are run in accordance with the principles of good governance.

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Housing Associations+

Experience in your sector

Company secretary services for housing associations

The environment in which housing associations (registered providers) operate is undergoing seismic changes with the state retreating from subsidising its activities and devolution meaning greater freedom in decision-making. Against this backdrop, efficiency and effectiveness remain high on the agenda.

If registered providers are to continue to deliver their mission, the market view is that they must take an increasingly commercial approach. To provide genuinely affordable housing for rent or low-cost home ownership, registered providers need to generate their own cross-subsidy through property sales. In this regard, the sector’s risk is similar to the market risks faced by housebuilders.

 

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Leaseholder management+

Experience in your sector

Company secretary services for leaseholder management companies

Leasehold flats can be found in purpose-built blocks, in converted houses or above commercial or retail premises. Leaseholder management companies are appointed by the freeholder or the resident management company to manage the building in apartment blocks.

Leaseholder management companies vary greatly according to the size of the apartment block involved. In smaller blocks, individual flat owners may all be directors of the company, whereas in larger blocks this would be impractical, although each flat owner could be a member of the company. The bigger the block, the more issues there are likely to be around balancing the interests of flat owners and the landlord to avoid potential conflicts. The important principle is that decisions should be made according to what is in the best interest of the whole group, not one individual flat.

 

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Limited Liability Partnerships+

Experience in your sector

Limited Liability Partnerships (LLPs)

The LLP structure was introduced in 2001 by the LLP Act 2000 to meet the needs of certain professionals who usually form traditional partnerships, such as accountants, architects, doctors and solicitors. It has the benefit of giving the partners a financial stake in the business’ success while limiting individual liability.

There must be at least two designated members at all times and any number of ordinary members. The designated members have more responsibilities than a regular member such as account keeping and notifying Companies House of changes in the partnership.

 

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Local Authority Trading Companies+

Experience in your sector

Company secretary services for local authority trading companies

Increasingly, we are seeing local authorities establish limited companies to provide services such as housing development, regeneration initiatives and social care. This trend is emerging as some enterprising local authorities explore innovative ways of delivering services in a spirit of municipal entrepreneurship. The intention is that, freed from the traditional constraints and bureaucracy of local authority control, these companies will have a more commercial focus and, ultimately, deliver efficiencies and additional income.

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Membership Organisations+

Experience in your sector

Professional associations, regulatory bodies and Royal Charter organisations must comply with various pieces of legislation to ensure correct and proper management. While each group will have differing compliance requirements according to their legal classification, all must comply with competition law such as the Competition Act 1998. This covers areas such as competing fairly, avoiding abuse of a dominant position and rules surrounding cartel activity.

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NHS Trusts+

Company secretary services for NHS Trusts

Boards of directors of NHS Trusts are required to meet a code of governance that sets out best practice principles and processes to contribute to better organisational performance and provide safe, effective services for patients. In fact, the duties of an NHS Trust director bear many similarities to those of a company director as defined in the Companies Act 2006.

However, in-depth research by icsa: The Governance Institute suggests many NHS boards are failing in key areas of corporate governance. Its ‘Mapping the Gap’ report highlighted a significant gap between best practice in theory and actual performance, notably:

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Private Companies+

Experience in your sector

Private companies

Approximately 95% of limited companies are ‘private’. This is by far the most common form of limited company. When you choose Bridgehouse Company Secretaries as your partner you have access to the expertise you need on tap. Our knowledgeable and experienced team of company secretaries are on hand to provide valuable support to your senior management team whenever required and you pay only for the professional time you actually use.

Even though the 2006 Companies Act abolished the legal obligation for a private company to appoint a company secretary, this does not mean the responsibilities covered by the company secretary no longer exist. What we continue to find is that even though private companies may legally not be required to appoint a company secretary, the invaluable governance support provided by a company secretary is still necessary to ensure the private company is properly governed.

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Public Limited Companies+

Experience in your sector

Public Limited Companies (PLCs)

Unlike private companies that are no longer legally required to have a company secretary, public companies must appoint a company secretary, and failure to do so could lead to the directors being fined. Additionally, listed PLCs face a raft of further obligations such as:

  • The Transparency Directive, issued in 2004 and revised in 2013, which sets out the rules for ongoing disclosure and cover periodic financial reporting and notification of interests in shares. This aims to ensure transparency of information for investors through a regular flow of disclosure.
  • The Market Abuse Regulation (MAR), which sets out rules to prevent market abuse including rules around the disclosure and control of inside information and disclosure of dealings in shares by directors and other senior management of issuers.
  • The requirement in the Statutory Audit Directive for listed companies to have an audit committee.
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Sports Bodies+

Experience in your sector

Company secretary for sports organisations

The principles of governance for sports bodies are defined by the EU Expert Group on Good Governance as:

“The framework and culture within which a sports body sets policy, delivers its strategic objectives, engages with stakeholders, monitors performance, evaluates and manages risk and reports to its constituents on its activities and progress including the delivery of effective, sustainable and proportionate sports policy and regulation.”

 

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Trade Associations+

Experience in your sector

Company secretary services for trade associations

A trade association differs from a professional body in that it represents organisations rather than individuals. However, the two types of organisation share many characteristics in terms of governance.

The special nature of trade associations presents special governance issues that include:

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