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{{Short description|Senior managerial position}}
{{Short description|Senior managerial position}}
{{Use dmy dates|date=November 2020}}
{{Use dmy dates|date=November 2020}}
A '''Company Secretary''' is a senior position in a citizen sector establishment. Also known as Compliance Officers, it is one of the positions that is a part of the key managerial personnel (which usually includes the CEO & CFO) of any company. In large American and Canadian publicly listed corporations, a Company Secretary is typically named a '''Corporate Secretary'''. A Company Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.<ref name=whatis>[http://www.companysecretary.com.au/articles/WhatIsCS.pdf What is a Company Secretary?]</ref>


{{Infobox occupation
Despite the name, the role is not clerical or [[secretary|secretarial]]. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with [[shareholder]]s, to ensure that [[dividend]]s are paid and to maintain company records, such as lists of [[director (company)|director]]s and shareholders, and annual accounts.
| name = Company Secretary
| synonyms =
| pronounce =
| image =
| imagesize =
| alt =
| caption =
| official_names =
{{unbulleted list |Company Secretary (UK/Ireland/India)| Corporate Secretary (USA/Canada)| Secretary (Australia/New Zealand)}}
| type = Corporate Officer, Profession
| activity_sector = All sectors
| qualities =
| formation = {{unbulleted list|[[Chartered Governance Institute]] (International)| [[Institute of Chartered Secretaries of Bangladesh]]| [[Institute of Company Secretaries of India]]}}


| employment_field =
In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member.{{Citation needed|date=August 2009}}
| related_occupation = {{unbulleted list| [[Company Director]]| [[General Counsel]]}}
}}
A '''Company secretary''' is a senior position in the corporate governance of organizations, playing a crucial role in ensuring adherence to statutory and regulatory requirements. This position is integral to the efficient functioning of corporations, particularly in common law jurisdictions. The Company Secretary serves as a guardian of compliance, a facilitator of communication between the board of directors and other stakeholders, and a custodian of corporate records.<ref name=whatis>[http://www.companysecretary.com.au/articles/WhatIsCS.pdf What is a Company Secretary?]</ref>

Despite the name, the role is not clerical or [[secretary|secretarial]]. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities.

In many countries, private companies are required by law to appoint one person as a company secretary, and this person will either be a senior board member or a member of the senior management team.


==Roles and responsibilities==
==Roles and responsibilities==
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Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.
Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.


=== Bangladesh ===
Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for [[corporate secretary]]. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board's needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalised, with a title such as Chief Governance Officer added to their existing title.<ref name=duties>{{Cite web |url=http://www.governanceprofessionals.org/society/The_Corporate_Secretary_-_Duties_and_Responsibilit.asp?SnID=83705163 |title=The Corporate Secretary - Duties and Responsibilities |access-date=6 November 2011 |archive-url=https://web.archive.org/web/20120401225128/http://www.governanceprofessionals.org/society/The_Corporate_Secretary_-_Duties_and_Responsibilit.asp?SnID=83705163 |archive-date=1 April 2012 |url-status=dead }}</ref>
{{main article|Institute of Chartered Secretaries of Bangladesh}}


=== China ===
In view of the important roles the company secretary plays in business, [[public limited company|PLC]]s and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.
In China, every listed company is required to have a board secretary. According to article 124 of 2005 Company Law, every listed company is required to have a secretary to the board of directors. The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position. Such listing rules discuss duties of board secretary in details. According to "''Special Provisions of the State Council Concerning the Flotation and Listing Abroad of Stocks by Limited Stock Companies''", "''Guidance for the Articles of Listed Company", "Stock Listing Rules of the Shanghai Stock Exchange" and "Stock Listing Rules of the Shenzhen Stock Exchange",'' the secretary of the Board is classified as the senior management team. From those listing rules, the board secretary, or the secretary of the board of directors, in China is comparable as the company secretary in many other countries.


=== India ===
In the UK, the company secretary may be qualified by virtue of examination and membership of The Chartered Governance Institute (CGI), which is the main qualification specifically for company secretaries. CGI is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated 'corporate secretaries' or 'certified public secretaries'. It is expected that company secretaries of publicly quoted companies will be professionally qualified through CGI, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.
{{main article|Institute of Company Secretaries of India}}

In India, "The Institute of Company Secretaries of India" (ICSI)<ref>[http://www.icsi.edu Institute of Company Secretaries of India]</ref> regulates the profession of company secretaries . '''ICSI''' is a statutory professional body which has more than 65,000 associate members.

Chartered Secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.

===Republic of Ireland===

All companies registered under the Companies Act 2014 are required to appoint a company secretary, who may also be a company director.

The company secretary of a private limited company must have "the skills or resources necessary to discharge his or her statutory and other duties"<ref>Section 129(4) Companies Act 2014</ref> while that of a public limited company must meet two out of the three following criteria before appointment:<ref>Section 1112 Companies Act 2014</ref>

{{bulleted list |For at least 3 years of the 5 years immediately preceding his / her appointment as secretary, the person held the office of secretary of a
company. | be a member of a professional
body recognised for such purposes by the
Minister for Jobs, Enterprise and Innovation (such as the Chartered Governance Institute) | appear to the directors of the PLC to be capable of discharging the required duties, by virtue of holding or having held
another position, or membership of another body.}}

Although the Company Secretary is an officer of the company, the Companies Acts do not expressly state the duties of a secretary.

The following statutory duties are commonly, but not exclusively, undertaken by the Company Secretary:

{{bulleted list| Maintaining the statutory registers and minute books<ref>Section 216 Companies Act 2014</ref>| Convening meetings of members| Ensuring that statutory forms are completed and filed on time in the [[Companies Registration Office (Ireland)|Companies Registration Office]]| Delivering to the Companies Registration Office copies of resolutions passed by the company| Supplying a copy of the company’s financial statements to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings<ref>Section 338 Companies Act 2014</ref>| Keeping or arranging for the keeping of minutes of directors’ meeting and general meetings| Ensuring that those entitled to do so may inspect company records| Custody and use of the company seal| Ensuring that company complies with its obligation to publish its name<ref>Section 49 Companies Act 2014</ref>| Ensuring that particulars relating to directors are shown on all business letters of the
company.}}

The following non-statutory duties are commonly, but not exclusively, undertaken by the Company Secretary:

{{bulleted list| provides comprehensive legal and administrative support and guidance to the board of directors |ensures that the board’s decisions and instructions are properly carried out and communicated |has responsibility to ensure that the company complies with all relevant statutory and regulatory
requirements |has responsibility for communication with the shareholders when required |acts as principal administration officer, liaising with staff, customers, suppliers, media and the board of directors |executes important documentation on behalf of the company, together with a director.}}

The status of "Chartered Secretary" is reserved for qualifing members of the Irish branch of the Chartered Governance Institute.


=== Malaysia ===
=== Malaysia ===
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* Maintaining statutory documents
* Maintaining statutory documents
* Filing updates with SSM on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.
* Filing updates with SSM on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.
Only an individual who satisfies the requirement in the ''Companies Act 2016'', section 235 (2) may be appointed a company secretary.<ref>{{Cite book |last=Companies Commission of Malaysia |url=https://www.ssm.com.my/Pages/Legal_Framework/Companies%20-Act%20-1965-(Repealed)/aktabi_20160915_companiesact2016act777_0.pdf |title=Companies Act 2016 |publisher=Percetakan Nasional Malaysia Berhad, Printer to the Government of Malaysia |year=2016 |location=Kuala Lumpur |pages=243-244 |language=en}}</ref> The only professional body in Malaysia that awards the Chartered Secretary (FCIS/ACIS) qualification is the [https://www.maicsa.org.my Malaysian Institute of Chartered Secretaries and Administrators] (MAICSA), which is a division of the [[Institute of Chartered Secretaries and Administrators|Chartered Governance Institute]], United Kingdom. In addition to the qualifications specified in the ''Companies Act 2016'', section 235 (2), a company secretary must also hold a current practising certificate issued by the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia).<ref>{{Cite book |url=https://www.ssm.com.my/Pages/Legal_Framework/Document/pua_20190314_PUA76_2019.pdf |title=Companies (Practising Certificate for Secretaries) Regulations 2019 |publisher=Attorney General's Chambers |year=2019 |pages=8-9 |language=ms, en}}</ref>
Only an individual who satisfies the requirement in the ''Companies Act 2016'', section 235 (2) may be appointed a company secretary.<ref>{{Cite book |last=Companies Commission of Malaysia |url=https://www.ssm.com.my/Pages/Legal_Framework/Companies%20-Act%20-1965-(Repealed)/aktabi_20160915_companiesact2016act777_0.pdf |title=Companies Act 2016 |publisher=Percetakan Nasional Malaysia Berhad, Printer to the Government of Malaysia |year=2016 |location=Kuala Lumpur |pages=243–244 |language=en}}</ref> The only professional body in Malaysia that awards the Chartered Secretary (FCIS/ACIS) qualification is the [https://www.maicsa.org.my Malaysian Institute of Chartered Secretaries and Administrators] (MAICSA), which is a division of the [[Institute of Chartered Secretaries and Administrators|Chartered Governance Institute]], United Kingdom. In addition to the qualifications specified in the ''Companies Act 2016'', section 235 (2), a company secretary must also hold a current practising certificate issued by the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia).<ref>{{Cite book |url=https://www.ssm.com.my/Pages/Legal_Framework/Document/pua_20190314_PUA76_2019.pdf |title=Companies (Practising Certificate for Secretaries) Regulations 2019 |publisher=Attorney General's Chambers |year=2019 |pages=8–9 |language=ms, en}}</ref>


=== India ===
===Singapore===
In Singapore, The Companies Act, Section 171 <ref name=":0">[https://www.ssm.com.my/Pages/Legal_Framework/Companies%20-Act%20-1965-(Repealed)/aktabi_20160915_companiesact2016act777_0.pdf Companies Act 2016 of Malaysia]</ref> requires that every business has a Company Secretary that must reside in Singapore. The Secretary has to be appointed within the first 6 months after incorporation. If the company has only one director, he or she cannot be the Corporate Secretary. The responsibilities of the Corporate Secretary include the following:
{{main article|Institute of Company Secretaries of India}}


* Preparing board meetings and the Annual General Meeting
In India, "The Institute of Company Secretaries of India" (ICSI)<ref>[http://www.icsi.edu Institute of Company Secretaries of India]</ref> regulates the profession of company secretaries . '''ICSI''' is a statutory professional body which has more than 65,000 associate members.
* Filing Annual returns to [[Accounting and Corporate Regulatory Authority|ACRA]]
* Amendments to the company Constitution
* Maintaining statutory registers
* Filing updates with ACRA on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.
For public companies, the Secretary must be a registered filing agent or a qualified individual.


===South Africa===
Chartered Secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.
In South Africa, all public and [[State-owned enterprise|state-owned company]] must appoint a company secretary. The roles and responsibilities of the company secretary are defined in the ''Companies Act, No 71 of 2008''. For publicly listed companies, these roles were clarified and expanded by the [[King Report on Corporate Governance|King IV report]].<ref>{{cite web|author1=Moore Stephens South Africa|title=The role of the Company Secretary|url=https://southafrica.moorestephens.com/services/business-outsorcing/company-formation-secretarial/the-role-of-the-company-secretary|access-date=29 August 2017}}</ref> In addition, non-profit companies that have voluntarily adopted the "Enhanced Accountability and Transparency" provisions of the Companies Act must appoint a company secretary whose role is comparable to that of a public company.<ref>{{cite journal |last=Naidoo|first=Melanie|title=SOUTH AFRICA'S NEW COMPANIES ACT: Key features for non-profit companies|url=http://www.gaaaccounting.com/south-africas-new-companies-act-key-features-for-non-profit-companies/|journal=GAA Accounting|access-date=29 August 2017|date=21 June 2012|publisher=South African Institute of Chartered Accountants}}</ref>


===Sri Lanka ===
Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's [[general counsel]]. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice.<ref name=duties/>
In Sri Lanka, the ''Companies Act, No. 07 of 2007'' requires that each registered company has a company secretary. A company secretary is required to be registered with the Department of Registrar of Companies, to function as a company secretary. Eligibility to function as a secretary are;

*Sri Lankan citizen
*An [[Attorney at law]], a [[Chartered Accountant]] or any person demanded have followed a program of study by the Subject Minister
*Applicants with over 20 years experience in the company secretaries field may be appointed after an interview with the Registrar of Companies.


===United Kingdom===
===United Kingdom===
Since 8 April 2008 there has been no legal requirement for a private company in the UK to have a company secretary unless the company's [[articles of association]] state otherwise.<ref>section 270 Companies Act 2006</ref> If a private company doesn't have a company secretary then the company secretarial duties and responsibilities fall upon the directors of the company. With the increase in the number of social enterprises and community interest companies there is often a demand for a company secretary in the voluntary and community sectors as well as ordinary private trading companies. A public company in the UK must still have a formally appointed company secretary.<ref>section 271 Companies Act 2006</ref>
Since 8 April 2008 there has been no legal requirement for a private company in the UK to have a company secretary unless the company's [[articles of association]] state otherwise.<ref>{{cite web |title=Section 270, Companies Act 2006 |url=https://www.legislation.gov.uk/ukpga/2006/46/section/270 |website=Legislation.gov.uk |publisher=HM Stationery Office |access-date=21 June 2024}}</ref> If a private company doesn't have a company secretary then the company’s secretarial duties and responsibilities fall upon the directors of the company. With the increase in the number of social enterprises and community interest companies there is often a demand for a company secretary in the voluntary and community sectors as well as ordinary private trading companies. A public company in the UK must still have a formally appointed company secretary.<ref>{{cite web |title=Section 271, Companies Act 2006 |url=https://www.legislation.gov.uk/ukpga/2006/46/section/271 |website=Legislation.gov.uk |publisher=HM Stationery Office |access-date=21 June 2024}}</ref>


Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).{{Citation needed|date=June 2011}}
Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).{{Citation needed|date=June 2011}}
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::* liaison between the company and its [[Stakeholder (corporate)|stakeholders]] and [[shareholders]]
::* liaison between the company and its [[Stakeholder (corporate)|stakeholders]] and [[shareholders]]


In the UK, the company secretary may be qualified by virtue of examination and membership of The Chartered Governance Institute (CGI), which is the main qualification specifically for company secretaries. CGI is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated 'corporate secretaries' or 'certified public secretaries'. It is expected that company secretaries of publicly quoted companies will be professionally qualified through CGI, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.
===Singapore===
In Singapore, The Companies Act, Section 171 <ref name=":0">[https://www.ssm.com.my/Pages/Legal_Framework/Companies%20-Act%20-1965-(Repealed)/aktabi_20160915_companiesact2016act777_0.pdf Companies Act 2016 of Malaysia]</ref> requires that every business has a Company Secretary that must reside in Singapore. The Secretary has to be appointed within the first 6 months after incorporation. If the company has only one director, he or she cannot be the Corporate Secretary. The responsibilities of the Corporate Secretary include the following:


=== United States of America ===
* Preparing board meetings and the Annual General Meeting
* Filing Annual returns to [[Accounting and Corporate Regulatory Authority|ACRA]]
* Amendments to the company Constitution
* Maintaining statutory registers
* Filing updates with ACRA on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.
For public companies, the Secretary must be a registered filing agent or a qualified individual.


The role of the corporate secretary is governed by state corporation law in the United States and is commonly, but not exclusively, responsible for the following:<ref name=duties>{{Cite web |url=http://www.governanceprofessionals.org/society/The_Corporate_Secretary_-_Duties_and_Responsibilit.asp?SnID=83705163 |title=The Corporate Secretary - Duties and Responsibilities |access-date=6 November 2011 |archive-url=https://web.archive.org/web/20120401225128/http://www.governanceprofessionals.org/society/The_Corporate_Secretary_-_Duties_and_Responsibilit.asp?SnID=83705163 |archive-date=1 April 2012 |url-status=dead }}</ref>
=== Bangladesh ===
{{main article|Institute of Chartered Secretaries of Bangladesh}}


{{bulleted list| Board and Committee Meetings| Minutes of Meetings| Annual Meeting of Shareholders including the Proxy Statement| Corporate Records| Subsidiary Management| Stock Transfers and Dividends| Securities Market Listings and Compliance with Listing Standards| Compliance with Federal and State Governance Laws| Governance Liaison for Officers and Directors| Shareholder Engagement on Governance Issues}}
=== China ===
In China, every listed company is required to have a board secretary. According to article 124 of 2005 Company Law, every listed company is required to have a secretary to the board of directors. The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position. Such listing rules discuss duties of board secretary in details. According to "''Special Provisions of the State Council Concerning the Flotation and Listing Abroad of Stocks by Limited Stock Companies''", "''Guidance for the Articles of Listed Company", "Stock Listing Rules of the Shanghai Stock Exchange" and "Stock Listing Rules of the Shenzhen Stock Exchange",'' the secretary of the Board is classified as the senior management team. From those listing rules, the board secretary, or the secretary of the board of directors, in China is comparable as the company secretary in many other countries.


The role of the corporate secretary has become increasingly crucial among publicly traded companies in North America, with a growing emphasis on providing guidance on corporate governance matters. Sound corporate governance is deemed essential for both board and company performance, especially in the eyes of shareholders, particularly institutional investors. In certain corporations, the corporate secretary's function as a corporate governance adviser has been formalized, often reflected in a revised title such as Chief Governance Officer added to their existing designation.<ref name=duties/>
===South Africa===
In South Africa, all public and [[State-owned enterprise|state-owned company]] must appoint a company secretary. The roles and responsibilities of the company secretary are defined in the ''Companies Act, No 71 of 2008''. For publicly listed companies, these roles were clarified and expanded by the [[King Report on Corporate Governance|King IV report]].<ref>{{cite web|author1=Moore Stephens South Africa|title=The role of the Company Secretary|url=https://southafrica.moorestephens.com/services/business-outsorcing/company-formation-secretarial/the-role-of-the-company-secretary|access-date=29 August 2017}}</ref> In addition, non-profit companies that have voluntarily adopted the "Enhanced Accountability and Transparency" provisions of the Companies Act must appoint a company secretary whose role is comparable to that of a public company.<ref>{{cite journal |last=Naidoo|first=Melanie|title=SOUTH AFRICA’S NEW COMPANIES ACT: Key features for non-profit companies|url=http://www.gaaaccounting.com/south-africas-new-companies-act-key-features-for-non-profit-companies/|journal=GAA Accounting|access-date=29 August 2017|date=21 June 2012|publisher=South African Institute of Chartered Accountants}}</ref>


In view of the important roles the company secretary plays in business, [[public limited company|PLC]]s and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.
===Sri Lanka ===
In Sri Lanka, the ''Companies Act, No. 07 of 2007'' requires that each registered company has a company secretary. A company secretary is required to be registered with the Department of Registrar of Companies, to function as a company secretary. Eligibility to function as a secretary are;


Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's [[general counsel]]. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice.<ref name=duties/>
*Sri Lankan citizen
*An [Attorney at law], a [Chartered Accountant] or any person demanded have followed a program of study by the Subject Minister
*Applicants with over 20 years experience in the company secretaries field may be appointed after an interview with the Registrar of Companies.
===Ghana===
Who is the Company Secretary?
A company secretary is a person who has been appointed by the directors of a company to act as the Chief Administrative Officer of the company.
Every Company must have a company secretary (Section 211 (1)).
The Act also permits a company to appoint an acting company secretary.
If a company carries on business for more than 6 months without a secretary, the company and every officer in default shall be liable to a fine.
There is a prohibition against a sole director of a company also acting as the company’s secretary. This means there should be no dual role as sole director and also as secretary. (Section 211 of the Act does not permit this) – see the case of Alexander Ward v Samyang Navigation Limited 1975.
It is permissible for a body corporate to act as a secretary for another company (Section 211 (4))
Any change in the person of the secretary must be notified within 14 days to the registrar and the notification must be accompanied by the signed written consent of the newly appointed secretary.
Status of the Company Secretary
The company secretary is an officer and an agent of the company.
As an agent, the secretary is a fiduciary and as a result has a fiduciary relationship with the company and therefore owes fiduciary duties to the company. The secretary is the fiduciary and the company is the beneficiary of the fiduciary duties.
Qualification for appointment as Company Secretary - S.211 (2)
The Companies Act 2019 now requires that a company secretary shall be a qualified secretary and the directors of a company have a duty to appoint a qualified company secretary.
In S.211 (2) of the Act, the qualifications of a company secretary are set out but, generally, the company secretary must be a lawyer in good standing, or a chartered accountant in good standing or a chartered company secretary in good standing. Others who are also qualified are also set out in S.211 (2).
The Act tightens up the qualification requirements for a company secretary - gone are the days when almost anyone could act as company secretary, including the wtachman!
Appointment of the Company Secretary
Subject to the constitution of the company, it is usual for the company secretary to be appointed by a resolution of the board of directors.
It is the board of directors that also decide the terms and conditions of appointment of the company secretary and the terms and conditions are usually set out in a written agreement (contract) with the secretary or in the appointment resolution.
The agreement or the resolution may contain the powers of the secretary as well as the secretary’s remuneration.
Removal of the Company Secretary
Subject to the constitution of the company, the company secretary is removed by resolution of the directors (and the secretary is also likewise appointed) but if removed in breach of the terms of his or her appointment, an action for compensation for breach of contract would lie.
Like directors, a company secretary is automatically removed upon the making of a court order to wind up the company; upon a voluntary winding up of the company; and upon the appointment of a receiver and manager in a debenture holder’s court action.
Duties and Powers of the Company Secretary (Section 212)
Although the Act does not define the general duties of the company secretary, the duties of the secretary are primarily the following:
- To act as the chief administrative officer of the company
- To act as legal advisor to the board of directors
- He must have a thorough understanding of the Act and company law and ensure that these are complied with by the company
- Arranging directors’ meetings and members’ meetings
- Taking minutes at meetings
- Keeping the various statutory registers of the company
- Signing and filing annual statutory returns and particulars at the Companies’ Registry
- Conducts the company’s correspondence with members on matters such as the transfer and forfeiture of shares and the payment of dividends
It is very clear from case law however that the company secretary cannot call meetings without the say so of the directors and that generally speaking the secretary is a servant to the directors and can only do what s/he is asked to do by the directors.
As the principal administrative officer of the company, the company secretary is generally authorized by the company to enter into contracts of an administrative nature on behalf of the company (see the case of Panorama v Fidelis Finishing Fabrics Ltd [1971] 2 QB 711, e.g. it is clear from case law that the secretary has implied and ostensible authority to bind the company in the following:
- Employment of workers
- Ordering office equipment
- Hiring cars, machinery, and other equipment

Limits on the Powers of the Company Secretary
- No power to issue notice of a meeting without the consent of the directors (Luguterah v Northern Engineering 1979, GLR)
- Cannot bind the company by contract unless authorized by the directors (see Houghton & Co v Wills Ltd 1928)
- Not permitted to register a transfer of the companies’ shares (see Clarenden Ltd v Anderson 1905)
- Cannot issue writs of summons in the name of the company (see Daimler Co Ltd v Continental Tyre Ltd 1916)
- Cannot borrow money on behalf of the company (see Re Clarenden Trust 1939)

Capacity of the Company Secretary to bind the Company
The secretary binds the company if given express or implied authority by the board of directors to enter into a particular contract and the secretary also binds the company in contracts of an administrative nature (see Panorama v Fidelis supra, a case which is worth reading from the Law Reports) entered into by a company secretary are binding on the company on the basis that the secretary has the ostensible authority of the Board.


==References==
==References==
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* [http://www.csiaorg.com/ Corporate Secretaries International Association]
* [http://www.csiaorg.com/ Corporate Secretaries International Association]
* [http://www.governanceprofessionals.org/ The Society of Corporate Secretaries & Governance Professionals] (North America)
* [http://www.governanceprofessionals.org/ The Society of Corporate Secretaries & Governance Professionals] (North America)
* [http://www.icsacanada.org/ Chartered Secretaries Canada]
* [http://www.icsacanada.org/ Chartered Secretaries Canada] {{Webarchive|url=https://web.archive.org/web/20080518071936/http://www.icsacanada.org/ |date=18 May 2008 }}
* [http://www.hkics.org.hk/ The Hong Kong Institute of Chartered Secretaries]
* [http://www.hkics.org.hk/ The Hong Kong Institute of Chartered Secretaries]
* [https://web.archive.org/web/20130813065807/http://www.icsi.edu/ The Institute of Company Secretaries Of India]
* [https://web.archive.org/web/20130813065807/http://www.icsi.edu/ The Institute of Company Secretaries Of India]

Latest revision as of 16:35, 24 June 2024

Company Secretary
Occupation
Names
  • Company Secretary (UK/Ireland/India)
  • Corporate Secretary (USA/Canada)
  • Secretary (Australia/New Zealand)
Occupation type
Corporate Officer, Profession
Activity sectors
All sectors
Description
Education required
Related jobs

A Company secretary is a senior position in the corporate governance of organizations, playing a crucial role in ensuring adherence to statutory and regulatory requirements. This position is integral to the efficient functioning of corporations, particularly in common law jurisdictions. The Company Secretary serves as a guardian of compliance, a facilitator of communication between the board of directors and other stakeholders, and a custodian of corporate records.[1]

Despite the name, the role is not clerical or secretarial. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities.

In many countries, private companies are required by law to appoint one person as a company secretary, and this person will either be a senior board member or a member of the senior management team.

Roles and responsibilities

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Company secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.

Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.

Bangladesh

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Main article: Institute of Chartered Secretaries of Bangladesh

China

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In China, every listed company is required to have a board secretary. According to article 124 of 2005 Company Law, every listed company is required to have a secretary to the board of directors. The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position. Such listing rules discuss duties of board secretary in details. According to "Special Provisions of the State Council Concerning the Flotation and Listing Abroad of Stocks by Limited Stock Companies", "Guidance for the Articles of Listed Company", "Stock Listing Rules of the Shanghai Stock Exchange" and "Stock Listing Rules of the Shenzhen Stock Exchange", the secretary of the Board is classified as the senior management team. From those listing rules, the board secretary, or the secretary of the board of directors, in China is comparable as the company secretary in many other countries.

India

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Main article: Institute of Company Secretaries of India

In India, "The Institute of Company Secretaries of India" (ICSI)[2] regulates the profession of company secretaries . ICSI is a statutory professional body which has more than 65,000 associate members.

Chartered Secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.

Republic of Ireland

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All companies registered under the Companies Act 2014 are required to appoint a company secretary, who may also be a company director.

The company secretary of a private limited company must have "the skills or resources necessary to discharge his or her statutory and other duties"[3] while that of a public limited company must meet two out of the three following criteria before appointment:[4]

  • For at least 3 years of the 5 years immediately preceding his / her appointment as secretary, the person held the office of secretary of a company.
  • be a member of a professional body recognised for such purposes by the Minister for Jobs, Enterprise and Innovation (such as the Chartered Governance Institute)
  • appear to the directors of the PLC to be capable of discharging the required duties, by virtue of holding or having held another position, or membership of another body.

Although the Company Secretary is an officer of the company, the Companies Acts do not expressly state the duties of a secretary.

The following statutory duties are commonly, but not exclusively, undertaken by the Company Secretary:

  • Maintaining the statutory registers and minute books[5]
  • Convening meetings of members
  • Ensuring that statutory forms are completed and filed on time in the Companies Registration Office
  • Delivering to the Companies Registration Office copies of resolutions passed by the company
  • Supplying a copy of the company’s financial statements to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings[6]
  • Keeping or arranging for the keeping of minutes of directors’ meeting and general meetings
  • Ensuring that those entitled to do so may inspect company records
  • Custody and use of the company seal
  • Ensuring that company complies with its obligation to publish its name[7]
  • Ensuring that particulars relating to directors are shown on all business letters of the company.

The following non-statutory duties are commonly, but not exclusively, undertaken by the Company Secretary:

  • provides comprehensive legal and administrative support and guidance to the board of directors
  • ensures that the board’s decisions and instructions are properly carried out and communicated
  • has responsibility to ensure that the company complies with all relevant statutory and regulatory requirements
  • has responsibility for communication with the shareholders when required
  • acts as principal administration officer, liaising with staff, customers, suppliers, media and the board of directors
  • executes important documentation on behalf of the company, together with a director.

The status of "Chartered Secretary" is reserved for qualifing members of the Irish branch of the Chartered Governance Institute.

Malaysia

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In Malaysia, the Companies Act 2016 [8] requires that every company to appoint at least one secretary. The secretary has to be appointed within the first 30 days after incorporation or a penalty is imposed on the Directors, running into a risk of being blacklisted. The responsibilities of the secretary include the following:

  • Preparing board meetings and the Annual General Meeting (AGM) - As of year 2016 under the revised Companies Act, AGM is no longer necessary for Private Limited Companies (Sendirian Berhad or Sdn Bhd)
  • Filing Annual returns to SSM (CCM in English)
  • Amendments to the company Constitution
  • Maintaining statutory documents
  • Filing updates with SSM on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.

Only an individual who satisfies the requirement in the Companies Act 2016, section 235 (2) may be appointed a company secretary.[9] The only professional body in Malaysia that awards the Chartered Secretary (FCIS/ACIS) qualification is the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), which is a division of the Chartered Governance Institute, United Kingdom. In addition to the qualifications specified in the Companies Act 2016, section 235 (2), a company secretary must also hold a current practising certificate issued by the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia).[10]

Singapore

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In Singapore, The Companies Act, Section 171 [8] requires that every business has a Company Secretary that must reside in Singapore. The Secretary has to be appointed within the first 6 months after incorporation. If the company has only one director, he or she cannot be the Corporate Secretary. The responsibilities of the Corporate Secretary include the following:

  • Preparing board meetings and the Annual General Meeting
  • Filing Annual returns to ACRA
  • Amendments to the company Constitution
  • Maintaining statutory registers
  • Filing updates with ACRA on matters such as changes of company name or address, issue of shares, changes in directors, shareholders, etc.

For public companies, the Secretary must be a registered filing agent or a qualified individual.

South Africa

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In South Africa, all public and state-owned company must appoint a company secretary. The roles and responsibilities of the company secretary are defined in the Companies Act, No 71 of 2008. For publicly listed companies, these roles were clarified and expanded by the King IV report.[11] In addition, non-profit companies that have voluntarily adopted the "Enhanced Accountability and Transparency" provisions of the Companies Act must appoint a company secretary whose role is comparable to that of a public company.[12]

Sri Lanka

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In Sri Lanka, the Companies Act, No. 07 of 2007 requires that each registered company has a company secretary. A company secretary is required to be registered with the Department of Registrar of Companies, to function as a company secretary. Eligibility to function as a secretary are;

  • Sri Lankan citizen
  • An Attorney at law, a Chartered Accountant or any person demanded have followed a program of study by the Subject Minister
  • Applicants with over 20 years experience in the company secretaries field may be appointed after an interview with the Registrar of Companies.

United Kingdom

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Since 8 April 2008 there has been no legal requirement for a private company in the UK to have a company secretary unless the company's articles of association state otherwise.[13] If a private company doesn't have a company secretary then the company’s secretarial duties and responsibilities fall upon the directors of the company. With the increase in the number of social enterprises and community interest companies there is often a demand for a company secretary in the voluntary and community sectors as well as ordinary private trading companies. A public company in the UK must still have a formally appointed company secretary.[14]

Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).[citation needed]

The exact responsibilities of the company secretary depend on the size and nature of the company and there is no statutory definition of what these are, but it generally includes some or all of the following:[15]

  • maintaining the company's statutory registers;
  • updating the records held by Companies House;
  • maintaining the company's registered office;
  • advising the board of directors on their legal and corporate responsibilities and matters of corporate governance;
  • organizing the company’s board meetings and annual general meeting;
  • minuting board meetings;
  • ensuring company compliance with legal obligations;
  • managing and storing the company's records, e.g. re investments, property, payroll, insurance, accounting, taxation (VAT, PAYE, Corporation Tax); and
  • liaison between the company and its stakeholders and shareholders

In the UK, the company secretary may be qualified by virtue of examination and membership of The Chartered Governance Institute (CGI), which is the main qualification specifically for company secretaries. CGI is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated 'corporate secretaries' or 'certified public secretaries'. It is expected that company secretaries of publicly quoted companies will be professionally qualified through CGI, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.

United States of America

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The role of the corporate secretary is governed by state corporation law in the United States and is commonly, but not exclusively, responsible for the following:[16]

  • Board and Committee Meetings
  • Minutes of Meetings
  • Annual Meeting of Shareholders including the Proxy Statement
  • Corporate Records
  • Subsidiary Management
  • Stock Transfers and Dividends
  • Securities Market Listings and Compliance with Listing Standards
  • Compliance with Federal and State Governance Laws
  • Governance Liaison for Officers and Directors
  • Shareholder Engagement on Governance Issues

The role of the corporate secretary has become increasingly crucial among publicly traded companies in North America, with a growing emphasis on providing guidance on corporate governance matters. Sound corporate governance is deemed essential for both board and company performance, especially in the eyes of shareholders, particularly institutional investors. In certain corporations, the corporate secretary's function as a corporate governance adviser has been formalized, often reflected in a revised title such as Chief Governance Officer added to their existing designation.[16]

In view of the important roles the company secretary plays in business, PLCs and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.

Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice.[16]

References

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  1. ^ What is a Company Secretary?
  2. ^ Institute of Company Secretaries of India
  3. ^ Section 129(4) Companies Act 2014
  4. ^ Section 1112 Companies Act 2014
  5. ^ Section 216 Companies Act 2014
  6. ^ Section 338 Companies Act 2014
  7. ^ Section 49 Companies Act 2014
  8. ^ a b Companies Act 2016 of Malaysia
  9. ^ Companies Commission of Malaysia (2016). Companies Act 2016 (PDF). Kuala Lumpur: Percetakan Nasional Malaysia Berhad, Printer to the Government of Malaysia. pp. 243–244.
  10. ^ Companies (Practising Certificate for Secretaries) Regulations 2019 (PDF) (in Malay and English). Attorney General's Chambers. 2019. pp. 8–9.
  11. ^ Moore Stephens South Africa. "The role of the Company Secretary". Retrieved 29 August 2017.
  12. ^ Naidoo, Melanie (21 June 2012). "SOUTH AFRICA'S NEW COMPANIES ACT: Key features for non-profit companies". GAA Accounting. South African Institute of Chartered Accountants. Retrieved 29 August 2017.
  13. ^ "Section 270, Companies Act 2006". Legislation.gov.uk. HM Stationery Office. Retrieved 21 June 2024.
  14. ^ "Section 271, Companies Act 2006". Legislation.gov.uk. HM Stationery Office. Retrieved 21 June 2024.
  15. ^ Roles and Responsibilities of a company secretary
  16. ^ a b c "The Corporate Secretary - Duties and Responsibilities". Archived from the original on 1 April 2012. Retrieved 6 November 2011.
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