What is the Role of the Company Secretary

Responsibilities of the Company Secretary

Most countries have a companies act (or similar) that defines an official role for the company secretary.

The company secretary role is a senior position, with responsibilities related to to compliance with legal and regulatory requirements as well as in a quasi-legal advisory capacity . In the case of a listed company, the role of the company secretary is particularly important, as there is a range of additional legal and regulatory requirements that must be met.

The role usually covers a number of areas, one of which is a practical requirement for administrational work such as producing board documents, recording voting outcomes and meeting minutes.

Another part of the role relates to the functioning of the company secretary in an advisory capacity with regard to duties of directors, obligations of the company and its directorate. This capacity must be supported by a complimentary knowledge of governance requirements relating to the calling and holding of board meetings.

There are countries where the company secretary role has been removed as a legal requirement for private companies. However, the role is still very much alive in most jurisdictions and is becoming more crucial in these times of virtual and hybrid board meetings.

Company Secretary is the Glue

In ways only matched by the Chairman of the Board, a knowledgeable company secretary will have a birds-eye-view of the company they work for. They are at the centre of creation and distribution of the board’s documentation, they prepare meeting agendas and have direct communication with members of the C-suite (Chairman, CEO, CFO etc.).

In these days of distancing and remote working, it can be said that the better a company secretary performs, there will she bind the leadership of the company together.

Duties of a Company Secretary

The duties of a company secretary of a listed company can be broadly categorized into the following areas:

Legal compliance

•  ensuring that the company is complying with all relevant legal and regulatory requirements
• maintaining accurate records, filing statutory returns
• ensuring compliance with relevant corporate governance codes

Supporting the Board

• providing support to the board of directors and other committees
• organizing board meetings
• preparing agendas and board papers
• ensuring that board members are aware of their legal and regulatory obligations

Communicating with Shareholders

• organizing and facilitating annual general meetings
• responding to shareholder queries
• ensuring that shareholders are up-to-date with relevant company news

Risk Management

• ensuring the company has appropriate risk management processes in place
• monitoring the company's risk exposure
• identifying potential risks and implementing appropriate measures to mitigate those risks\

Company Secretarial Support

The company secretary is responsible for providing general company secretarial support, which includes:

• maintaining the company's register of shareholders
• maintaining the company's articles of association
• ensuring that the company is complying with relevant laws and regulations

Listed Company Secretarial Duties

In addition to these general duties, the company secretary of a listed company will also have specific responsibilities related to the company's listing status. These duties include:

Compliance with Listing Rules

• ensuring that the company is complying with the listing rules of the relevant stock exchange. This includes providing information to the exchange as required, ensuring that the company's announcements are accurate and timely, and ensuring that the company is complying with all relevant disclosure requirements.

Insider Trading Compliance

• ensuring the company is complying with insider trading regulations
• ensuring the company's directors and employees are aware of their obligations relating to trading the company's stocks

Disclosure Requirements

• ensuring the company is meeting all relevant disclosure requirements
• including ensuring that the company's financial statements are accurate and comply with relevant accounting standards
• ensuring the company is disclosing all information that may be important investors