A Company Secretary is a senior position in a private sector company or public sector organisation, normally in the form of a managerial position or above. In large American and Canadian publicly listed corporations, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.
In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Companies law requires only a listed company to have a whole time secretary and a single member company (any company that is not a public company) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or a person holding a masters degree in Business Administration or Commerce or is a Law graduate from a university recognized and having relevant experience. However, the company secretary of a single member company shall be a person holding a bachelor degree from a university recognized.
The duties of a company secretary are usually contained in an “employment contract”. However, the company secretary generally performs the following functions:-
Functions of secretary:
(1). Secretarial functions:
- To ensure compliance of the provisions of Companies Law and rules made there-under and other statutes and bye-laws of the company.
- To ensure that business of the company is conducted in accordance with its objects as contained in its memorandum of association.
- To ensure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Companies Law.
- To prepare the agenda in consultation with the Chairman and the other documents for all the meetings of the board of directors.
- To arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
- To attend the broad meetings in order to ensure that the legal requirements are fulfilled, and provide such information as are necessary.
- To prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
- To arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct record thereof.
- To carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
- To prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorised by the broad of the directors or the executive responsible.
- To advise, in conjunctions with the company’s solicitors, the chief executive or other executive, in respect of the legal matters, as required.
- To engage legal advisors and defend the rights of the company in Courts of Law.
- To have custody of the seal of the company.
(2). Legal obligations of secretary:
- Filling of various documents/returns as required under the provisions of the Companies Law.
- Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
- To see whether legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
- To convene/arrange the meetings of directors, on their advise.
- To issue notice and agenda of board meetings to every director of the company.
- To carry on correspondence with the directors of the company on various matters.
- To record the minutes of the proceedings of the meetings of the directors.
- To implement the policies formulated by the directors.
- To deal with all correspondence between the company and the shareholders.
- To issues notice and agenda of the general meetings to the shareholders.
- To keep the record of the proceedings of all general meetings.
- To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
(3). To maintain the following statutory books:
- the register of transfer of shares;
- the register of buy-backed shares by a company;
- the register of mortgages, charges etc.;
- the register of members and index thereof;
- the register of debenture-holders;
- the register of directors and other officers;
- the register of contracts;
- the register of directors’ shareholdings and debentures;
- the register of local members, directors and officers, in case of a foreign company;
- Minute books;
- Proxy register;
- Register of beneficial ownership;
- Register of deposits;
- Register of director’s share holding; and
- Register of contracts, arrangements and appointments in which directors etc are interested.
(4). Other duties:
The company secretary usually undertakes the following duties:
(a) Ensuring that statutory forms are filed promptly.
(b) Providing members and auditors with notice of meeting.
(c) Filing of copy of special resolutions on prescribed form within the specified time period.
(5). Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. You must send annual audited accounts.
(6). Keeping or arranging for the having of minutes of directors’ meetings and general meetings.Apart from monitoring the Directors and Members minutes books, copies of the minutes of board meetings should also be provided to every director.
(7). Ensuring that people entitled to do so, can inspect company records.For example, members of the company are entitled to a copy of the company’s register of members, and to inspect the minutes of its general meetings and to have copies of these minutes.
(8). Custody and use of the common seal.Companies are required to have a common seal and the secretary is usually responsible for its custody and use. (Common seals can be bought from seal makers)
THE POWERS OF A COMPANY SECRETARY:
Companies Law allows him to sign the statutory returns and applications.
THE RIGHTS OF A COMPANY SECRETARY:
The rights of a company secretary depend on the terms of his or her contract with the company. The secretary has no special rights under Companies Law.