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Who are we?

Who are we?. 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. Outsourced statutory compliance

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Who are we?

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  1. Who are we? • 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

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

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

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

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

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

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

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

  9. Employment law • Employment contracts • Variations to contracts • Employment handbooks • Disciplinary and grievance procedures • Ad hoc advice

  10. Health & safety • Risk assessments • Policies • Drafted • Updated • Maintained • Statements • Training

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

  12. Recent case studies - continued • AIM life sciences company • 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 • On going company secretarial services • AIM property developer • Provide company secretary and company secretarial services to resident management companies of developments under construction and once complete • Private health care company • Provision of staff on short term secondment • On going appointment to provide company secretarial support

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

  14. Summary • Technical and practical expertise • Experienced professional chartered secretaries • Independent • Personal service

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