Company Law Consultants and Company Secretaries Who are

Company Law Consultants and Company Secretaries

Who are we? n n David Venus & Company LLP are the leading independent firm of chartered secretaries Established in 1980 Professional company law specialists providing complex company law advice Company secretaries to many public and private companies

Services n Outsourced statutory compliance n Regulatory compliance n Corporate governance n Ad hoc assignments n Share options n Trade marks n Employment law n Health & safety

Outsourcing n Statutory records n n Web access enabled Update and maintain statutory registers Review and update articles of association Preparation of routine minutes, forms and resolutions n n Formal director or shareholder minutes and resolutions Submissions to Companies House n Attendance at board and committee meetings n Appointment as company secretary

Regulatory compliance n Routine regulatory announcements n n Share interests n n n Drafting and releasing RNS announcements Establish procedure for issue of s. 212 notices and follow up Maintain s. 213 register Listing rules, AIM rules, PLUS rules n Advising on rule compliance

Corporate governance n Combined code n n n Standing committees n n n Audit of current practice Checking “comply or explain” statements in annual report Board appraisals Advice on independence criteria Drafting terms of reference Attendance at committee meetings Advice on ABI, RREV, PIRC guidance

Ad hoc assignments n Changes to group structures n n n Implementation of group wide subsidiary articles n n n Transfer of asset agreements Provision of UK secretariat for offshore parent companies n n n Inter group share transfers permitted Directors to be appointed or removed by letter from parent Dissolution of dormant “not needed” subsidiaries n n Transfer agreements Stamp duty exemption claims Registered office UK company secretary Implementation of elective regime across relevant subsidiaries

Share options n Establishing approved and unapproved schemes n n n EMI CSOP Executive SIP Scheme administration n Obtaining Inland Revenue approval Processing grants and exercises Annual filing with Inland Revenue

Trade marks n Registration n UK EU International n Renewal n Registration expanded n n Revised/ updated logo, brand images etc Enforcement

Employment law n Employment contracts n Variations to contracts n Employment handbooks n Disciplinary and grievance procedures n Ad hoc advice

Health & safety n Risk assessments n Policies n n n Drafted Updated Maintained n Statements n Training

Recent case studies n FTSE 100 company n n UK subsidiaries of LSE listed German parent n n Provide named company secretary, attend all board, committee and general meetings, provide full company secretarial services, administer share options schemes 50 Partner law firm n n Review, update and maintain statutory records and provide company secretarial support Listed underwriting company n n Changing group structure to create a sub group consisting only of FSA regulated companies Provide full outsourced company secretarial function for their clients UK Group n Adopt standard subsidiary articles across the group

Recent case studies - n AIM life sciences company n n On going company secretarial services AIM property developer n n Appointed on an on going basis to provide company secretarial services and ad hoc employment and health & safety advice UK subsidiary group of US multi national n n continued Provide company secretary and company secretarial services to resident management companies of developments under construction and once complete Private health care company n n Provision of staff on short term secondment On going appointment to provide company secretarial support

Recent case studies - n AIM property developer n n continued Provision of company secretary Full company secretarial service Provision of share registration services Top 10 firm of Chartered Accountants n Provision of consultancy services to London and regional offices

Summary n Technical and practical expertise n Experienced professional chartered secretaries n Independent n Personal service