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Company secretary – definition and meaning

A company secretary is an officer of a corporation responsible for its official documents. For example, the person is responsible for the records of shares the company issued, corporate by-laws, and minutes of all committee and board meetings. In the United States and Canada, instead of company secretary, many people say corporate secretary.

The board of directors appoints the company secretary. In fact, the person is often a board member.

Company secretaries are responsible for the efficient administration of their company. They focus on compliance with statutory and regulatory requirements and make sure that the company implements the board’s decisions.

Many company secretaries exist in a corporate no man’s land. In other words, they are neither part of ‘line management’ nor members of the Board.

Company secretary - eight attributes image
The attributes in this image come from John Williamson, Senior Consultant at Directors Australia.

The position also involves reminding board members what their legal responsibilities are.

In some countries, private companies must have a company secretary. That person is often also a senior board member.

In the UK, company secretaries are compulsory for all public companies. Since April 2008, British private companies have not needed to have one, unless their articles of association states otherwise.

According to ft.com/lexicon, a company secretary is:

“Someone with a high position in a company, dealing with legal and administrative matters.”

Company secretary is not a clerk

Many people mistakenly assume that the term refers to a clerical position in an office. In other words, somebody who assists with correspondence, carries out administrative tasks, and makes appointments. Despite the name, company secretaries are not secretarial clerks.

In large companies, most company secretaries are either certified public accountants (UK: chartered accountants) or lawyers.

According to the Canadian Society of Corporate Secretaries, a Corporate Secretary’s duties may include:

– Implementing the decisions that the members of the board make.

– Advising the company’s board members.

– Company secretaries are in charge of company share transactions. In other words, issuing shares, organizing dividend payments, and ensuring all procedures comply with the country’s legal requirements,

– They liaise with tax advisers, lawyers, auditors, and bankers. Corporate secretaries also deal with stockholders on board government issues.

– They attend board meetings and take minutes.

– Finally, they make sure the company complies with local and national laws.

Video – The Company Secretary’s Role

In this video, Loretto Leavy talks about the roles and responsibilities of a company secretary. Ms. Leavy is Institute Secretary of the Institute of Directors.