I love learning and have been fortunate to have had many opportunities of doing this during the last 15 months since I was appointed company secretary to a social-purpose bank. Established in 2002 as a charity to be a different kind of bank, it lends its savers’ money to charities and other organisations that improve and enrich society.
To meet the new capital requirements imposed on banking institutions, and to meet the growing demand for charitable funding, it ceased to be a registered charity in 2013.
However, the original charitable purpose is enshrined in its articles of association and there is also a ‘mission lock’. It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and PRA. Unusually for a bank, but in keeping with its former charitable status, its non-executive directors are unpaid.
Author: Martha Bruce
Publisher: Bloomsbury Professional (£98)
Being the company secretary to such a unique bank is an exciting and varied role and the Rights and Duties of Directors has been an invaluable resource in helping me understand the nuances of the job. It has helped me increase my knowledge in dealing with those tasks delegated to me by directors and in advising on corporate governance issues generally.
The book is a broad, practical guide and explains the full extent of directors’ rights and duties embodied in a wide range of legislation. Martha Bruce’s style is clear and authoritative. This is an essential reference book for company secretaries, lawyers advising directors and directors themselves.
Amanda Gibbs is general counsel and company secretary at the Charity Bank