Role and Duties of a Company Secretary
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:
(2). Legal obligations of secretary:
(3). To maintain the following statutory books:
(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.