Introduction to Company Secretary, Auditing and Secretarial Practice Video Lecture | Auditing and Secretarial Practice - B Com

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.
The company secretary is responsible for the
efficient administration of a company, particularly
with regard to ensuring compliance with statutory
and regulatory requirements and for ensuring
that decisions of the board of directors are
implemented.
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.
Roles and responsibilities
The Company in all sectors have high level
responsibilities including governance structures
and mechanisms, corporate conduct within an
organisation's regulatory environment, board,
shareholder and trustee meetings, compliance
with legal, regulatory and listing requirements,
the training and induction of non-executives
and trustees, contact with regulatory and
external bodies, reports and circulars to
shareholders/trustees, management of employee
benefits such as pensions and employee share
schemes, insurance administration and organisation,
the negotiation of contracts, risk management,
property administration and organisation and
the interpretation of financial accounts.
Company secretaries are the primary source
of advice on the conduct of business and this
can span everything from legal advice on conflicts
of interest, through accounting advice on
financial reports, to the development of strategy
and corporate planning.
Among public companies in North America, providing
advice on corporate governance issues is an
increasingly important role for corporate
secretaries.
Many shareholders, particularly institutional
investors, view sound corporate governance
as essential to board and company performance.
They are quite vocal in encouraging boards
to perform frequent corporate governance reviews
and to issue written statements of corporate
governance principles.
The corporate secretary is usually the executive
to assist directors in these efforts, providing
information on the practices of other companies,
and helping the board to tailor corporate
governance principles and practices to fit
the board's needs and expectations of investors.
In some companies, the role of the corporate
secretary as corporate governance adviser
has been formalised, with a title such as
Chief Governance Officer added to their existing
title.
In view of the important roles the company
secretary plays in business, PLCs and large
companies require the company secretary to
be suitably trained, experienced and professionally
qualified for these responsibilities.
In the UK, the company secretary may be qualified
by virtue of examination and membership of
the Institute of Chartered Secretaries and
Administrators, which is the main qualification
specifically for company secretaries.
ICSA is the body dedicated to the advancement
and recognition of professional administration
based on a combination of degree-level studies,
carefully vetted experience and sponsorship
by two people of professional status.
Only a person thus qualified is entitled to
be designated a 'Chartered Secretary' or 'Chartered
Company Secretary'.
The Faculty of Secretaries and Administrators
founded in 1930 is the second body of corporate
secretaries in the United Kingdom and now
has a strong emphasis on equality work and
governance and its members are designated
'corporate secretaries' or 'certified public
secretaries'.
It is expected that company secretaries of
publicly quoted companies will be professionally
qualified through ICSA, one of the chartered
professional bodies in the accountancy profession,
or have appropriate training and experience
through another body.
In India, the Institute of Company Secretaries
of India regulates the profession of company
secretaries . ICSI is a statutory professional
body which has more than 29,010 associate
members.
Chartered secretaries are employed as chairs,
chief executives and non-executive directors,
as well as executives and company secretaries.
Some chartered secretaries are also known
in their own companies as corporate secretarial
executives/managers or corporate secretarial
directors.
Chartered Secretaries are the sixth highest
paid employees in the UK according to the
Office for National Statistics Annual Survey
of Hours and Earnings.
Many corporate secretaries of North American
public companies are lawyers and some serve
as their corporation's general counsel.
While this can be helpful in the execution
of their duties it can also create ambiguity
as to what is legal advice, protected by privilege,
and what is business advice.
http:www.icsi.edu
United Kingdom
Since 8 April 2008 there has been no requirement
for a private company in the UK to have a
company secretary unless the company's articles
of association state otherwise.
If a private company doesn't have a company
secretary then the duties that would otherwise
have belonged to the company secretary will
fall on the directors of the company.
With the increase in the number of social
enterprises and community interest companies
there is often a demand for a company secretary
in the voluntary and community sectors as
well as ordinary private trading companies.
A public company in the UK must still have
a formally appointed company secretary.
The exact responsibilities of the company
secretary depend on the size and nature of
the company and there is no statutory definition
of what these are, but it generally includes
some or all of the following:
maintaining the company's statutory registers;
updating the records held by Companies House;
maintaining the registered office;
managing and storing the company’s records;
and
organising the company’s board meetings
and annual general meeting.
taking a lead on governance
India
In India, every company with a paid up share
capital of Rs.50 million or more is required
to appoint a qualified person as Company Secretary.
A company with not less than Rs.
One million paid up capital and not required
to appoint a full-time company Secretary shall
file a compliance certificate issued by a
practising Company Secretary with the Registrar
of Companies.
Section 383A of the Companies Act, 1956 mandates
that any Company with paid up capital exceeding
Rs.50 million shall appoint a whole time secretary
. If its paid-up capital is less than Rs.50
million, the company is still required to
file a Secretarial Compliance Certificate
with the Registrar of Companies, even though
a whole time secretary is not mandated by
law.
Statutory declarations of compliance under
the various other provisions of the Companies
Act, 1956 are also required to be certified
by practising company secretaries.
Under the MCA 21 e filing regime several forms
are required to be pre-certified by practising
company secretaries.
The MCA 21 regime has ushered in a dramatic
change in the role and profile of the profession,
particularly, the practising side.
The annual returns of companies listed on
recognized stock exchanges shall be signed
by a practising company secretary.
Further, the Securities and Exchange Board
of India also recognises the Company Secretary
as the Compliance Officer and authorises practising
company secretaries to issue various certificates
under its Regulations.
Further, practising Company Secretaries are
also authorised to certify compliance of conditions
of corporate governance in case of listed
companies.
The Reserve Bank of India also authorises
company secretaries to issue various certificates.
The Institute of Company Secretaries of India
is the premier professional body to develop
and regulate the profession of Company Secretaries
in India.
It was set up by an Act of Parliament in 1980.
Companies Bill, 2012 has been passed by the
parliament and has became Companies Act, 2013.
National Company Law Tribunal(NCLT) has obtained
the powers of a court and all matters relating
to Company Law will be heard before it instead
of before High Court(s).
A Company Secretary shall be eligible to appear
before NCLT.
This has opened more opportunities for a Company
Secretary.
References
External links
Canadian Society of Corporate Secretaries
Corporate Secretaries International Association
The Society of Corporate Secretaries & Governance
Professionals
Chartered Secretaries Canada
The Hong Kong Institute of Chartered Secretaries
The Institute of Company Secretaries Of India
The Institute of Chartered Secretaries and
Administrators, UK
The Faculty of Secretaries and Administrators,
UK
of Corporate secretaries of Pakistan