Frances Mccaw

a corporate governance and
company secretarial consultancy serving various clients in Mauritius. Engagements
undertaken included due diligence on the acquisition of a management company by one of
the major listed companies in Mauritius and assisting the UK property department within a
local management company by introducing new processes, leaning their document
management systems and managing the transition in the property team. During this time
Frances lectured in Corporate Governance and Company Secretarial Practice for ICSA and
corporate governance for the MIOD.

of Essar Energy plc in Mauritius
n Company Secretary, based in Mauritius, to the UK listed company Essar Energy plc;
n Ensuring compliance with external requirements such as UK Listing and Disclosure Rules, the UK
Corporate Governance Code and the 2006 Companies Act;
n Responsibility for company secretarial and compliance function including compliance with
international best practice corporate governance standards and requirements;
n Reporting directly to the CEO in Mumbai. The role works closely with relevant employees in
London, Mauritius and Mumbai;
n Ensuring that the company meets its corporate obligations under relevant laws and regulatory
authorities and briefing the Board on any updates;
n Ensuring that the company maintains its GBL1 licence in Mauritius;
n Attending and minuting the Audit, Remuneration and Nominations Committee meetings;
n Providing the necessary secretarial requirements of Board, Committee and shareholder
meetings;
n Managing the performance and development of the junior member(s) of the secretariat;
n Project managing corporate actions such as liquidations of companies;
n Administering the company’s executive share option scheme;
n Ensuring compliance with all the Groups internal policies and revising and updating as required;
n All arrangements at the Annual General Meeting;
n Drafting the Corporate Governance report, drafting the Remuneration report in conjunction
with the Remuneration Committee’s external providers and other governance disclosures in the
Group Annual Report;
n Responsibility for all formal shareholder communications;
n Compliance with Disclosure Rules and maintaining the Insider lists;
n Managing the Group’s relationship with its registrars and deal with requests and queries from
individual shareholders;
n Provision of high quality, reliable and comprehensive corporate advice in conjunction with the
team in Mauritius;
n Member of the Disclosure Committee in relation to all announcements;
n Acting as corporate liaison with a view to developing and maintain necessary formal
relationships between the Company and its directors, registrars, stock exchange, brokers,
shareholders and other company advisors.

n Day to day running of all aspects of the secretariat with a company secretarial assistant.
n Deputising for the

n Administering the Society’s membership system based in the UK and Republic of Ireland
n Specific responsibility for all organisational aspects of the Society’s three day Annual Meeting.
n Ensuring compliance with the Society’s Rules and the Friendly Societies Act and coordinating
the Society’s governance in the UK and Republic of Ireland
n Administering the Society’s pension scheme including advising the Trustees on compliance with
the scheme rules and the Pensions Act and attending all Trustees Committee meetings.
n Ensuring compliance with the Data Protection Act.
n Advising the Personnel Department on matters of employment law.
n Ensure all filing requirements concerning the Society’s subsidiaries are kept up-to-date.
n Advising generally on all the Society’s legal obligations including TPS legislation and Consumer
Credit legislation and revising all the Society’s its documentation.
n Attending all Board and Board Committee Meetings and preparing minutes of these meeting.

of Company Secretarial Unit at Maclay Murray & Spens, Solicitors, UK -
n Advising on all aspects of company law for both public and private companies.
n Training of all the trainee solicitors upon their arrival in the company department.
n Maintaining a help-line for all companies for whom the firm acted as

.
n Attending company meetings and minute taking.
n Ensuring compliance for all companies for whom the firm acted as company secretary including
writing up company books, filing annual returns etc.
n Assisting in the teams involved in company acquisitions.
n Advising on charitable companies and the setting up of charitable companies and trusts.