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