The company secretary position is a mandatory position for companies, whether private or public. For example, the Companies Act in Singapore, under the Section 171, requires that every company must have a company secretary position. A new company is required, by the Companies Act, to appoint a company secretary within the first 6 months of its incorporation.
Roles of A Company secretary
Company secretaries play a pivotal role in companies. Their roles have evolved significantly from simply taking notes during board meetings to advising the board on different matters and acting as a liaison between the company and its shareholders. While the are some statutory duties that a company secretary must perform, their role extends well beyond just statutory requirements. The roles of a company secretary are as below:
Ensuring Statutory Compliance
One of the main roles of a company secretary is to ensure that the company meets all the rules and regulations requirements of the Companies Act for the respective countries. Company secretaries must, therefore, understand all the required legislation and regulations that apply to a company and ensure these legislation and regulations are being complied with.
Maintaining Statutory Registers
One of the other main roles of a company secretary is to maintain the statutory registers of a company. These may include a Register of Directors, CEOs, Secretaries and Auditors, Register of Shareholders, Register of Members, Register of Debenture Holders, etc. It is their responsibility to ensure these registers are up-to-date and any changes are recorded promptly. They must also ensure any changes are reported to the relevant authorities.
Disclosures and Reporting
Company secretaries also have the role of disclosing and reporting about the corporate governance of a company. The company secretary is responsible for the governance section of the annual report of a company. Furthermore, it’s the responsibility of the company secretary to ensure that all the relevant reporting or listing requirements are complied with.
Preparing Board and Annual General Meetings
It is also the responsibility of a company secretary to prepare any board meetings or Annual General Meetings of the company. This may include preparing the agendas for the meeting, sending notices to all the stakeholders and, generally, helping the Chairman of the company in conducting the meeting. Preparing meetings has been one of the oldest roles of a company secretary.
Communicating with Shareholders
The company secretary is also responsible for communicating with the company’s shareholders. It is their responsibility to act as a bridge between the management and the shareholders of a company. This may include communicating any important announcements to the shareholders and giving them information about the company’s meetings.
Keeping the Relevant Authorities Updated
The company secretary must also ensure that any changes to the structure, purpose or details of the company are communicated to the relevant authorities, for example, company houses. They must also ensure that any statutory reports for the relevant authorities are submitted on time. Moreover, it’s the company secretary’s responsibility to update the company’s website regarding any changes.
The role of a company secretary has evolved over time from that of a note-taker to a liaison between shareholders and the company. A company secretary has many roles including ensuring statutory compliance, maintaining statutory registers and ensuring disclosures and reporting compliance. Furthermore, company secretaries must also prepare meetings, communicate with shareholders and keep relevant authorities updated.