Purpose of Committee:

“Our Aim is to support and promote the profession of Company Secretary, also known as Corporate Secretary, in the Grand Duchy of Luxembourg.  Because of the diversity of languages spoken in the Grand Duchy, the language of the group and its communications and events will be English.”

Goals of the Working Group:

1. Definition:	Establish a recognised definition of the role of Company / Corporate Secretary. (See Page 2 of this document – as agreed at ILA CSWG meeting on 22 February 2010)
2. Training and qualifications initiative:	a. Define educational and qualifications required (Perhaps based on ICSA qualification)
	b. Establish recognised training courses for the formal education of those in our profession, especially in English
	c. Establish educational and training opportunities in Luxembourg for the CS professional
	d. Arrange events such as lectures, talks, working groups, for the purpose of improving the knowledge and efficiencies of members of the group
3. Regulatory and legal updates:	Discussion and comments on changes and proposed changes to laws, circulars, regulations and recommendations.
4. Establish communication channels:	a. Establish communication channels with other organisations in the Company Administration world with similar aims, such as ICSA, French CSWG, local lawyers, etc
	b. Establish communication channels with the Registre de Commerce
	c. Establish networking opportunities
5. Marketing (to promote and support the Profession):	a. Giving access to the profession through the medium of a web site on the ILA web site
	b. Publicity communications

Role of the Company Secretary

The role of the Company Secretary concerns three main areas viz. the Board, the Company and the Shareholder. Within each, the Company Secretary’s role can be very diverse.

The Board
They must ensure that the procedure for the appointment of directors is properly carried out and they should assist in the proper induction of directors, including assessing the specific training needs of directors/executive management. They need also to be available to provide comprehensive practical support and guidance to directors both as individuals and as a collective with particular emphasis on supporting the non-executive directors. They should also facilitate the acquisition of information by all board and committee members so that they can maximise their ability to contribute to board meetings, discussions etc.. Further to these tasks, they need to assist in the compilation of board papers and to filter them to ensure compliance with the required standards of good governance. It may also be part of the Company Secretary’s role to raise matters which may warrant the attention of the board.

The Company
They should ensure compliance with all relevant statutory and regulatory requirements and that due regard is paid to the specific business interests of the company, for example, a manufacturing company may require a different approach from that of a bank or a financial services company or from that of a charitable company. They also need to assist in the implementation of corporate strategies by ensuring that the board’s decisions and instructions are properly carried out and communicated. Further to this, they should be available to provide a central source of guidance and advice within the company on matters of business ethics and good governance.

The Shareholder
The Company Secretary needs to communicate with the shareholders as appropriate and to ensure that due regard is paid to their interests. They also need to act as a primary point of contact for institutional and other shareholders, especially with regard to matters of Corporate Governance.

Duties of the Company Secretary, ICSA