A company secretary, commonly referred to as a corporate secretary in the United States and Canada, is an officer of a corporation responsible for the entity’s official documents such as records of shares issued, corporate by-laws, minutes of all committee and board meetings.
The company secretary, who is appointed by the board and is sometimes a board member, is responsible for the efficient administration of a company, focusing on compliance with statutory and regulatory requirements, and making sure that the board’s decisions are implemented.
In many companies, the corporate secretary exists in a kind of no man’s land – neither part of ‘line management’ nor a member of the Board itself.
The attributes listed above come from John Williamson, Senior Consultant at Directors Australia.
The position also involves keeping board members informed of their legal responsibilities.
In several nations, private companies have been required by law to have a company secretary, who is often also a senior board member.
In the UK, all public companies (listed on the stock exchange) must have a company secretary. From April 2008 (resulting from the Companies Act 2006), British private companies do not have to have a company secretary, unless their articles of association clearly state that one is required.
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 a company secretary is somebody who assists with correspondence, carries out administrative tasks and makes appointments (a secretary). Despite the name, it is not a clerical position.
In the vast majority of larger companies, the company secretary is either a certified public accountant (UK: chartered accountant) or a lawyer.
According to the Canadian Society of Corporate Secretaries, a Corporate Secretary’s duties may include:
– implementing decisions made by members of the board,
– advising the company directors,
– being in charge of company share transactions – issuing new shares, organizing dividend payments, making sure all procedures comply with the country’s legal requirements,
– liaising with tax advisers, lawyers, auditors, bankers and stockholders on board government issues,
– attending board meetings and taking minutes,
– “ensuring compliance obligations under relevant laws and the requirements of regulatory authorities are met (e.g., stock exchange).”
Video – The Company Secretary’s Role
In this video, Loretto Leavy, Institute Secretary at the IoD (Institute of Directors), a British business organisation for company directors, senior business leaders and entrepreneurs, talks about the roles and responsibilities associated with being a company secretary.