Created By:Amit Kumar | Created Date :07 March, 2023
A company secretary is a senior position in a civic sector institution. Also known as a compliance officer, it is one of the positions held by part of a company's key management personnel (which typically includes the CEO and CFO). In large publicly traded US and Canadian companies, the company secretary is often referred to as the corporate secretary.
A company secretary is responsible for the efficient administration of a company, particularly with regard to compliance with legal and regulatory requirements and the implementation of the decisions of the board of directors.
Despite the name, the role is neither office worker nor secretary. The corporate secretary ensures that an organization complies with relevant laws and regulations and keeps board members informed of their statutory duties. Company secretaries are the company's designated representatives in legal documents and it is their responsibility to ensure that the company and its directors act in accordance with the law. It is also your responsibility to register and communicate with shareholders, ensure dividends are paid and maintain company records such as directors' and shareholders' directories and financial statements.
Company secretaries in all sectors have high-level responsibilities including governance structures and mechanisms, corporate behavior within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and stock listing requirements, training and induction of non-executive persons and trustees, contact with regulators and outside agencies, shareholder/trustee reports and circulars, administration of employee benefits such as pensions and employee share plans, insurance administration and organization, contract negotiation, risk management, real estate administration and organization, and financial account interpretation.
Company secretaries are the primary source of advice relating to the conduct of business and this can range from legal advice on conflicts of interest, to accounting advice to financial reporting, to strategy development and corporate planning.
At North American public companies, advising on corporate governance issues is playing an increasingly important role for the corporate secretary. Many shareholders, particularly institutional investors, consider good corporate governance to be essential to the performance of the board and the company. They urge boards of directors to conduct frequent corporate governance reviews and to provide written statements of corporate governance principles.
The corporate secretary is typically the senior executive who assists directors in these efforts, provides insight into the practices of other companies, and helps the board align corporate governance policies and practices to meet investor needs and expectations Corporate Secretary's role as Corporate Governance Advisor formalized with a title such as Director of Corporate Governance added to their existing title.
Given the important role that the company secretary plays in business life, PLCs and large corporations require that the company secretary be appropriately trained, experienced and professionally qualified for these duties.
In the UK, the Company Secretary can be qualified through an examination and membership of the Chartered Governance Institute (CGI), which is the main qualification specific to Company Secretary. CGI is the body dedicated to the advancement and recognition of professional management based on a combination of college-level study, carefully assessed experience, and two-person endorsement of professional status. Only a person so qualified is entitled to be appointed Chartered Secretary or Chartered Secretary of the Company.
Established in 1930, the Faculty of Secretaries and Administrators is the second body of corporate secretaries in the UK and today has a strong emphasis on equality work and governance and its members are appointed Corporate Secretary or Certified Public Secretary. Company secretaries are expected