Reference no: EM133939303

Question

You have just been appointed as the company secretary to Blok plc ('Blok'), a UK listed company, and you have already identified several problems that require your attention. From discussions with some of the directors and senior managers, you have learned that communications at board level are poor. Committees sometimes make decisions without first referring the matter to the board and the board is not always aware of what the committees have been discussing. Non-executive directors (NEDs) also complain that they know very little about business operations because they find it very difficult to get useful information from the executive management team. One of the executive directors has expressed an opinion to you that some NEDs are not properly independent, and almost invariably give their full support to the chairman in boardroom discussions. The executive director had raised the matter in a private conversation with the chairman, but was told there was nothing to be concerned about. You are also aware that the directors may not be properly aware of the rules relating to the sale of shares in the company. Recently, one of the executive directors sold a substantial number of shares during a close period and was subsequently reprimanded by the chairman.

1. Explain your responsibilities as company secretary for the problems of communication and decision-making that you have identified, and suggest the measures that you should take to help improve the problems at Blok.

2. Provide an appropriate response to the suggestion by the executive director that some NEDs may not be independent.