Function of a company secretary a company secretary is recognizes as one of the principal officers of the company. All public companies are obliged to have a company secretary. Sep 24, 2018 the functions of a secretary are performed in an office setting, though secretaries also may work remotely. The duties and functions of the secretary of state are diverse. No longer the person who merely keeps the minutes of the board and handles board correspondence, the company secretary role can now include administering the affairs of the company and managingsupporting the business of the board. Works with the president and coo and chair and ceo to. Functions under the administrative control of ministry of corporate affairs.
Role of a company secretary inculcating awareness by. Roles and responsibilities of the company secretary every company must have a company secretary, who cannot be the same person as a sole director. The company secretary role has existed, in various forms, for over 5,000 years see table 1 below. A company secretary who represents a company to the internal and external stakeholders, coordinates the management functions and. Company secretary roles, duties and responsibilities. Company secretary is appointed in public companies as mandatory and some of the cases in private limited company also. The responsibilities of the modern day company secretary have evolved from that of a note taker at board meetings or administrative servant of the board to one which encompasses a much broader role of acting as board advisor and having.
The role of the secretary is to support the chair in ensuring the smooth functioning of the management committee. Role of a company secretary under companies act 20 ipleaders. Annual general meeting andor for an executive committee. Secretary also need to assist in the implementation of corporate. While there is no requirement for directors who have responsibility for the corporate governance of companies to be experts at law, they are. The role of the company secretary the role and responsibility of the company secretary is outlined in section 881 2 of the act and can be summarised as follows noting that this is not an exhaustive list.
To clear the you must have a very good knowledge on company matters and affairs. In line with the wide range of duties a company secretary must take on, there are a number of legal risks you should be aware of. A secretary job description should include all the relevant information about the job role and the various roles and responsibilities that the candidate needs to carry out. Introduction there is a lot of emphasis on the way in which companies work in the real world as a set of interlocking systems in order to. Besides, he plays a vital role in planning company s future. In order to comply with state, federal, listing, and other requirements, as well as the companys articles of incorporation and bylaws, the secretary typically creates a basic agenda that extends for a. A secretary is one of the major officers of meetings. Company secretaries are usually responsible for the general. The companys articles of association combined with the companies act 2006 will set out the formal requirements for organising both types of meetings but the company secretary will be responsible for complying with the. The company secretary has a pivotal role to play in the corporate governance of a company, and it is advisable that companies delegate or outsource this responsibility to an appropriate person, or organisation if a company secretary is not employed in house. Position title position code pay schedule secretary e secrtrye nere002 secretary a secrtrya nere042 secretary e secrtrye w41006 secretary a secrtrya w41011 jz 03. Is the role of company secretary fit for the future. It is in everyones interest to ensure that the company secretary is the.
And the question haunting the law makers of today appears to be, to include or not to include the functions of the company secretary in the companies act. Duties of a secretary before, during and after meetings. The position of a company secretary is created by the law creation of law in section 293 298 of the companies and allied matters, act, 2004 which provides for the appointment and functions of the company secretary, with special reference to public companies. The responsibilities of the company secretary are different from those of the honorary secretary and are to ensure that relevant rules and regulations. The corporate secretary is also the point of contact for the chair or meeting facilitator. Apr 03, 2016 duties and functions of company secretary the duties of. In general, the company secretary is responsible for many of the compliance and governancerelated administrative tasks of the board and organisation.
Maintaining the company s statutory books, including. According to the companies act, a company secretary means a company secretary as defined in sec 21c of the company secretaries act, 1980, who is appointed by a company to perform the functions of a company secretary under this act sec 224. The breadth and importance of the role of the company secretary has increased markedly over the past five years. Duties of secretary under article v, section 8 d of the prsa bylaws, the prsa secretary shall act as secretary of all. It is a unique role as the company secretary is often neither part of line management nor a member of the board itself. The role of the company secretary gta university centre. Position title position code pay schedule secretarye secrtrye nere002 secretarya secrtrya nere042 secretarye secrtrye w41006 secretarya secrtrya w41011 jz 03. Equivalent combinations of education and experience that provide the required knowledge, skills, and abilities will be evaluated on an individual basis. Most notably, the companies act 2014 retained the need for a company secretary in both private and public companies. A corporate secretary has to look after the compliance of the federal and state governance laws, corporate and securities laws, and other legal compliance of the company. A company secretary is a senior position in a private sector company or public sector organisation.
Apart from acting as a link between the board of the organization and the various stakeholders, government and other regulatory authorities, heshe also carry out all the duties like maintaining records, endorsing legal requirements, responding to board correspondences, communicating with various officials and much more. In april 2008, as a result of the companies act 2006, the post became optional. In many organizations, the role of secretary can be expanded to encompass the numerous organizational, managerial, and structural functions. The importance of the company secretarys role has increased over the years. In order to comply with state, federal, listing, and other requirements, as well as the companys articles of incorporation and bylaws, the secretary typically creates a basic agenda that extends for a full year. Private companies are no longer obliged to appoint a company secretary, although most companies continue to do so. The companies act, no 71 of 2008 the act prescribes that all public and stateowned companies are required to have a company secretary. As we all know by now, a secretary is a person male or female who works in an office typing letters, memos, keeping. Company secretary is one of the key positions of a company and is highly responsible one. The duties of a company secretary may be classified under the following broad heads. Public companies must still have a company secretary. As a result, many private companies continue to employ. The role of company secretary get on board australia.
Generally, the cabinet makes its decisions on the basis of the advice given by the secretaries. A company secretarys role in a company is very important. Company secretary is called corporate secretary in some places and hold same position of company secretary. Company secretary interview questions and tips as a company secretary you will be responsible for signing off documents and agreements in a business and ensuring that the right people have seen them. A career as a secretary is a fulltime job that may require overtime and weekends, depending on the company. A company secretary may also take responsibility for signing off documents on behalf of the board, such as leases or documents relating to accounts. In the absence of a company secretary, company law states that directors must take on this responsibility. The company secretary role and individual identity. A company secretary means a person who is a member of the institute of company secretaries of india. The current secretary, corey stapleton, took office in january 2017 and is the 21st person to hold the office since montana became a state in 1889. Any voluntary organisation or community group which is a company limited by guarantee i. The secretary is an officer of the company and their duties can be wide ranging.
Signing officer the secretary may be designated by the board of directors andor bylaws as one of the signing. In this article, we are going to take a look at the major duties of a secretary before, during and after a meeting. The position of the company secretary is created by the law in sections 293 298 of companies and allied matters act cama 2004, which provides for the appointment and functions of the company secretary. A secretary in an organization plays a vital role in the smooth running of the companys administration, and heshe is expected to be excellent at employee management. Besides, he plays a vital role in planning companys future. Gaining a qualification with icsa and becoming a chartered secretary is essential for. You could also move into a company secretary role after working in finance for example, as an auditor, law for example, as a paralegal or solicitor or in another area related to corporate governance for example, as a risk manager or compliance officer.
The secretary is the oil that can keep the organizational machinery working together smoothly. The company secretary is the person who entask the compliance of the corporate laws. You will also need to keep order within a business and be party to ensuring that the company follows the correct standards. This course will begin by focusing on the relationship of the company secretary with the board. A company secretary who represents a company to the internal and external stakeholders, coordinates the management functions and company policies, keeps an eye on ethics and mutual trust. This course is aimed at those who are looking to understand the role of the company secretary, how the role contributes to the effective running of a company and how to effectively undertake key duties. The organization secretary has the opportunity to be one of the most important officers in an organization. There are endeavours to move the profession beyond that of being the administrative servant of the board. Company secretary is the key person, who implements all these in an encouraging environment. In todays world, the role of the corporate secretary has no one meaning and covers a multitude of tasks and responsibilities.
It is important to note that although the secretary ensures that these. In large american and canadian publicly listed corporations, a company secretary is typically named a corporate secretary or secretary. The burden placed on the company secretary depends on the size and type of the organisation some types of businesses have numerous reporting requirements across multiple agencies, whereas. The company secretary is normally responsible for organising board meetings and any general meetings this includes the annual general meeting if the company has one. The role of a company secretary in nigeria lpc solicitors. Functions of company secretary company secretaries appointed as. The functions of a secretary are performed in an office setting, though secretaries also may work remotely. Section 2731 of the act states that the directors of a public limited company must make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary. The role of the company secretary institute of directors. The concept, as we know it today, first appeared in english case law reports in 1841 as a secretary of the society and according to hubner 1999, p. Roles and responsibilities secretary 1 roles and responsibilities of the secretary terms of office the prsa secretary position is a oneyear term. Duties of secretary nonprofit corp amazon web services. The role of the company secretary in a modern company introduction in the modern era it is recognized that the company secretary is the most senior administrative officer of the company. While the companies act does not generally specify the role of the company secretary, they usually undertake the following duties.
Duties and responsibilities of a secretary too many. Corporate secretary roles and responsibilities boardeffect. Many duties and responsibilities are performed by company secretary as follows. The company secretary is responsible for the efficient administration of a company, particularly with regard. A company secretary is an officer of the company and, as such, shares the responsibility of the directors to ensure the company operates within the companies act and other relevant legislation. Company secretary service duties and responsibilities. The role of the company secretary has elements of both compliance and performance. Company secretary role description any voluntary organisation or community group which is a company limited by guarantee i. Company secretaries have legal responsibilities in addition to their work in support of the board, which will vary according to the specific needs of the organisation. Importance of company secretary in the organization. According to section 205 of the companies act, 20 the company secretary shall discharge following functions and duties, this is the first time that the duties of the company secretary have been specified in the company. While their formal legal duties see discussion above have not changed enormously in the last decade, their additional tasks have.
The role of the company secretary institute of directors iod. Duties and functions of the secretary of state montana. The appointment and removal of a company secretary is a matter for the board. Roles and responsibilities of the company secretary. Upholding the legal requirements of governing documents, charity law, company law etc where relevant. Maintaining the companys statutory books, including. Company secretary job is a very vital role in any company. The company secretary acts as the chief administrative officer of the company, and shares various responsibilities with the directors under the companies act.
The company secretary is responsible for advising the board through the chairman on all corporate governance matters. Entrylevel company secretary vacancies, sometimes known as assistant or trainee roles, often require an undergraduate degree, but a few are open to school leavers. Providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers. Company secretary has been recognized as key managerial personnel along with the chief executive officermanaging directormanager, whole time director and chief financial officer.
The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory. Secretary or company secretary are very valuable to their employers but in the case of clubs, the advice of the secretary is not so important. We provide you with the complete company secretary interview question and answers on our page. Arjumand ahmed shah, legal consultant, research and development pakistan institute of corporate governance. So this made the appointment of wholetime company secretary mandatory for better efficiency. Mar 02, 2016 the corporate secretary is also the point of contact for the chair or meeting facilitator. Perform the duties and responsibilities of a company secretary as required by the corporations act ca, the companys constitution, the australian stock exchange asx listing rules as applicable and any other relevant legislation or regulation. Duties and functions of company secretary the duties of. Prepare board meeting minutes to register a new company. To be precise about the secretary, is a senior position in a private sector company or publicsector organisation. Mar 02, 20 secretary ensures compliance with all relevant statutory and regulatory requirements and that due regard is paid to the specific business interests of the company, for example, a manufacturing company may require a different approach from that of a bank or a financial services company or from that of a charitable company. One or multiple company secretary might be appointed in each company. The secretary records meeting minutes as described above depending upon the bylaws and practices of the organization, the secretary may perform these duties for member meetings eg. Secretary ensures compliance with all relevant statutory and regulatory requirements and that due regard is paid to the specific business interests of the company, for example, a manufacturing company may require a different approach from that of a bank or a financial services company or from that of a charitable company.
He or she act as bridge of the employees and employers and maintain secrecy of the company. In 1992, the constitution was amended to limit the secretary of state and other top officials to two 4year terms in a 16year period. A corporate secretary has to ensure that the management is following the statutory requirements for activities like issuing shares, governance of the subsidiary. The knowledge and training makes a company secretary versatile to carry out various functions in finance, accounts, legal, administrative and. Perform the duties and responsibilities of a company secretary as required by the corporations act ca, the company s constitution, the australian stock exchange asx listing rules as applicable and any other relevant legislation or regulation. Section 188 lists the provisions of the act which the company secretary will be held responsible for, if contravened by the company. Company secretary appointment, duties, rights, liabilities. Role of a company secretaryinculcating awareness by. Where a degree is requested, subjects related to law, finance and business are advantageous but not always essential.1362 544 1382 426 185 100 369 1269 733 1043 829 1351 1105 146 686 635 1364 1245 78 123 1167 327 414 321 327 1236 794 427 1044 57 814 486