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.
Listed public limited companies must also adhere to the UK Corporate Governance Code – or explain why they have not done so. (This is commonly referred to as ‘Comply or explain’).
The UK Corporate Governance Code (formerly known as the Combined Code) sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.
The Financial Reporting Council (FRC) states that it is important companies provide clear and meaningful explanations when they choose not to apply one of the provisions of the Code, so that their shareholders can understand the reasons for doing so and judge whether they are satisfied with the approach the company has taken.
The FRC’s paper ‘What Constitutes an Explanation under ‘Comply or Explain’?’ identifies features that constitute a meaningful explanation. These include, for example, providing a clear rationale for the action taken and describing any mitigating actions.
We appreciate that keeping up-to-date with all relevant legislation and sector-specific codes can be a daunting and time-consuming task. Bridgehouse Company Secretaries can take on the role of PLC company secretary, advising companies on their statutory obligations and ensuring all deadlines are met.
Our services for PLCs include:
- Supporting the company secretary during key or busy periods
- Financial calendar – Ensuring key dates or events are not missed, including closed periods, financial reporting and meeting preparation
- Board and committee meeting support
- AGM support
- Half yearly and annual reports – Project managing the production of reports and preparation of the governance and committee reports for inclusion in the annual report
- Entity management/annual compliance
- Assessing compliance against the UK Corporate Governance Code
- Ad hoc company secretarial tasks such as insurance management, market notifications, managing share options, Data Protection Officer services (GDPR), Listing Rules compliance including MAR compliance and trademark registration.
Our flexible approach allows us to tailor our PLC company secretary services to your organisation’s specific needs. Talk to us without any obligation about how we can help.