The role of the Corporate or Company Secretary varies depending on the company that the Secretary is employed by. Some Secretaries have an extremely wide remit dealing with everything from Board to Insurance to HR and even maintenance issues. However, the main and most common duties performed by somebody in this role will usually include the following:
1. Administration of Company/ies
The Secretary is responsible for the statutory and regulatory compliance of each company administered by him/her. All companies administered will have certain requirements to be fulfilled depending on in which jurisdiction they are incorporated/registered, local legal requirements and the company’s corporate constitution. Such compliance will include the completion of certain registers and other record keeping. Also included will be statutory returns to the various authorities.
2. The Board(s) of Directors of the Company/ies
The Secretary is responsible for ensuring that the Board of Directors of a company operates within the law, according to the corporate constitution of the company and within the guidelines set down by the principles of corporate governance.
The Secretary has an advisory role vis a vis the Board and should ensure that all available and relevant information regarding matters with which the Board are concerned are communicated and understood by the Board.
Regarding Board Meetings, the Secretary is responsible for the preparation of the agenda and the collation and distribution of papers to be submitted to the Board in advance of the meeting. The Secretary should attend Board meetings and be available to advise on matters related to the corporate constitution of the company and company law in general if required. The Secretary should also take the minutes of the meeting and write these up as well as notifying decisions made by the board to relevant parties and keeping a record of actions to be taken by members of the board.
3. Shareholders
The Secretary will be responsible for shareholder communication and the organising of shareholder meetings including annual general meetings where appropriate.
In addition to the above core duties, the Secretary is likely to become involved n projects affecting the companies administered such as restructurings, changes to capital, migrations to different jurisdictions. The Secretary should provide a focal point regarding the completion of such projects.
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