Westwood Works 1903-2003
John Hardy retired in May 1987 and had been supported as company secretary for 29 years by an expert team in the Secretariat, consisting at various times of an Assistant Secretary, a share registrar, a barrister, a solicitor and an insurance expert, each with their personal secretary. The total personnel never exceeded nine persons at any one time.
The duties of a Secretariat are twofold - firstly, those imposed by Parliament and the Stock Exchange; and secondly, those imposed by the requirements of the company itself.
The company secretary, like the directors, is an officer of the company. In fact, whereas the Acts of Parliament governing companies do not require a company to appoint a chairman or managing director, they are quite specific that a company must have a company secretary. In the case of public companies such as Baker Perkins, the company secretary must have appropriate qualifications – i.e. be a member of the Chartered Institute of Secretaries and Administrators, or a qualified lawyer or accountant.
The role of a company secretary is:
Because of the increasing role that companies paid in the economy of the country, and because of the enormous sums of money the public is asked to invest in them. In the early part of the 19th century, the government passed various Companies Acts to regulate what companies and their directors can and cannot do. There have been many Companies Acts since. In addition, the London Stock Exchange makes its own regulations if a company wants its shares traded there. One of the provisions of successive Companies Acts is that each company must have its own two sets of regulations, namely its Memorandum of Association telling the public what the company can and cannot do; and Articles of Association governing its internal affairs – i.e. powers and numbers of directors, relations with shareholders, calling meetings, keeping accounts etc.
It is primarily the company secretary’s responsibility to ensure that all these laws and regulations are observed and he has to advise the directors of their role in complying – otherwise he and the board are subject to various penalties including fines and imprisonment. Luckily, there was never any occasion when such penalties were incurred.
By law, the Secretariat had to maintain and update various registers giving details of the directors and shareholders, and notifying Companies House and the Stock Exchange of changes in those details.
Dividend payments and transfers of shares had to be recorded together with requests and queries from shareholders. Eventually this work became so voluminous that it was transferred to the share registration department of Lloyds Bank, Worthing, with whom we had to keep in constant contact.
The convening of directors’ and shareholders’ meetings by issuing agenda and all necessary background information was a regular responsibility to enable informed discussion and proper decision taking, – monthly in the case of directors’ meetings. Of necessity, the company secretary had to work closely with the chairman, the chief executive officers, the finance director and managers.
The Secretariat kept all official legal documents entered into by the company with banks, debenture holders, other companies, directors etc and kept the company seal (the official signature of the company) under lock and key to be used only on the authority of the directors.
When the company increased its share capital or issued debentures to acquire loans, this involved very detailed negotiations with legal advisors and merchant bankers in the city of London and resulted in the issue of very detailed documents negotiated between the advisors, the finance director and the company secretary for approval by the directors and finally the shareholders.
The Secretariat formed part of the small administration of the parent company of the BP Group based in Peterborough, known from 1963 onwards as Baker Perkins Holdings, as it held all the shares of the group companies. Because each subsidiary company in the U.K. was a separate legal entity and therefore also governed by the Companies Acts, it was sensible for various members of the Secretariat to act also as secretaries of those companies and sometimes also as directors.
The other roles carried out by the department were diverse –
Contract drafting; Contract negotiation; Formation of subsidiary companies in the UK and abroad; Administering the company profit sharing scheme; Insurance administration for all the UK companies; Organising the supply and administration of motor vehicles for UK companies; Charitable donations; Office administration; Relationships with the associated companies in Germany and France.
Contract drafting occupied much of the department’s time. This comprised contracts of employment with staff and directors; general contracts of sale applicable to group company products; contracts with sales agents world-wide; drawing up contracts to purchase other companies; contracts to manufacture or sell other companies’ products or to licence other companies to manufacture or sell Baker Perkins products – this sometimes entailed protracted overseas negotiations with language and other difficulties, particularly in Japan;
It was important to ensure that the buildings, products, personnel and activities of the company, and all its UK subsidiaries were properly insured against every possible risk. Regular meetings were held with the group’s insurance brokers to guarantee that we had the best possible cover at the best price. Interesting legal cases had to be fought against compensation claims for injuries or death supposedly caused by our products, in some cases even involving machinery sold years previously before we had bought the subsidiary concerned!
The relationships with European associated companies, A Savy Jeanjean, Paris and Werner & Pfleiderer, Stuttgart were handled by the Secretariat as a historical accident.
Both companies manufactured and sold similar products and there had been a long-standing connection between Baker Perkins and W & P that is covered elsewhere. At the end of the First World War it was decided to set up a cartel (subsequently made illegal by legislation in the 1940s) under which each would sell the others’ products in their sphere of political influence, namely the British Empire, the French Empire and the German Empire and each would refrain from actively entering the others’ territory.
It so happened that the secretary of Baker Perkins at that time, Geoffrey Toulmin could speak French and German so he was appointed the go-between and secretary of this grouping. He and the chairman of Baker Perkins were mainly responsible for this very important relationship and on the death of Toulmin in 1952; Ray Wilkins also a French and German linguist became the secretary of Baker Perkins and continued this role. He and Ivor Baker became directors of Werner & Pfleiderer and in 1958 John Hardy, also a linguist, took over as secretary of Baker Perkins and continued, with the chairman, as the liaison with W&P and latterly as a director of W&P until Baker Perkins’ shareholding in W&P was sold in 1985.
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