Our Services

CoSec offers specialised advisory services in Corporate Governance and Corporate Secretary.

Monitoring in compliance with regulatory and legal constraints requires competence and precision.

Our team can provide you with a wide range of personalised services.

board & shareholders

Support to Board/Manager & Shareholders

Towards the Board/Manager:

To act as advisor to the company directors and more specifically to the Chairman/Managing- Director
To maintain a register of past and present Directors and Secretaries
To make sure new directors benefit from proper orientation, training and briefings in the business of the company
To organise board meetings and to ensure they fit the business cycle of the company
To ensure that Board members have the proper advice and resources, in a digestible format, and that the board members are aware of their rights and liabilities
To ensure the correct quorum is present or represented to vote upon the decisions to be taken and to highlight the potential conflicts of interest
To prepare, set the agenda, take minutes of directors’ meetings and get them approved
To ensure there is a proper channel of communication between the board and the various stakeholders of the company
To disseminate the minutes
To implement the decisions made by the board of directors

Towards the Shareholders:

To keep a register of all shareholders, past and present, their shareholding and their subsequent rights to vote or for dividends
To provide Members and auditors with notice of meetings within the allowed time
To assist with the compilation and production of annual reports to the shareholders and stakeholders
To organise the company Annual General Meeting of Members, including the proxy statement
To ensure the shareholder’s powers, rights and duties are protected
To take minutes of shareholders’ meetings
To disseminate the minutes
To Arrange for the payment of dividends.

Compliance

Organization of the Compliance with Statutory and Regulatory requirements

The external constraints are imposed among others by the Law, the Supervisory Body, the Tax authorities, the Shareholders and the Company’s environment, but also by the self-imposed constraints such as the By-Laws, the Shareholder’s Agreement, the corporate governance framework (structures/organization- policies-procedures) and other Founding Documents.

We assist in the organization and maintenance of an efficient administration, particularly with regards to ensuring compliance with statutory and regulatory requirements, such as:

To keep the company registered office
To execute the annual filings and statutory compliance records, in the time allowed.
To keep and protect the corporate records as well as making them available to the appropriate parties (auditors, bankers, regulatory bodies, Members, ...)
To record any changes on the company’s assets.

governance

Organization and implementation of a (good) Governance

As a first step: are the board, the management, the shareholders, the personnel, and the other stakeholders willing to engage into a new and enthusiastic venture - The Business Ethics?:

The setting out of the short- and long-term ethical standards aspired by the company, its management, shareholders and other stakeholders
The articulation of the expected ethical behaviours, the creation of a culture of good practices
The enforcement of ethical behaviours when decision is made, that is to advise the Board/the Managers to take actions that may be in addition to the regulations, standards, and codes of the countries in which the company is operating.

When the driving forces are convinced an ethical behaviour is a must on a medium to long-term basis, then the second step, that is The Good Governance can be implemented successfully:

The Company’s Governance: example: the formation, the diversity, the flow of information, the board and its committees (audit, finance, remuneration, risk management, …)
The Company’s environment: among others: the sustainability, corporate social responsibility, good corporate citizenship, the ESG (Environmental, Social & Governance) concept, and many others, in other words, the Company’s stakeholder engagements
The integration of the stakeholder engagements into the company’s DNA.

CSRD rules

Compliance with the CSRD (Corporate Sustainability Reporting Directive) rules:

Under Directive 2014/95/EU, large companies have to publish information related to:

Environmental matters
Social matters and treatment of employees
Respect for human rights
Anti-corruption and bribery
Diversity on company boards (in terms of age, gender, educational and professional background)

Our aim is to raise awareness among risk managers and internal auditors of new standards.