The Crucial Role of a Company Secretary in Governance Operations

When many people hear the word secretary the connotations are of a relatively junior administrative role. However, the role of Company Secretary is very different and far from a junior position. The company secretary provides key support to a companys board and requires specific knowledge and experience of corporate law, governance, finance and strategy. Company secretaries often earn a six figure salary if directly employed by the company, though many companies outsource the role to companies that specialise in providing company secretarial services, and the high remuneration reflects the key role the position has in the effective management of the companys good corporate governance.

Responsibilities of a Company Secretary

While the exact responsibilities of a company secretary will vary depending on the size and nature of the company, the crux of the role is to oversee good corporate governance procedures and culture. Some of the most common responsibilities include:

• Ensuring that the board understand and adhere to the rules and regulations governing them and how they run the company.

• Providing particular support to the boards chairman in managing the efficient running of the board and the timely and effective execution of its functions.

• Establishing and/or maintaining effective communication flow at board and senior management level. If the board has different committees, the company secretary has a key responsibility in ensuring communication between these committees and the board as a whole is maintained and does not become fractured. This includes the communications bridge between the board and senior management positions.

• Establishing and/or maintaining two-way channels of information flow between the company, board and shareholders.

• Ensuring that the company is fully compliant and up-to-date with all legal and statutory requirements and obligations. This will involve developing and maintaining systems to safeguard the timely adherence to and maintenance of these requirements.

• Staying up to date with any legislative and/or regulatory changes that might be relevant to the company and updating systems accordingly when needed.

• Management and overview of the day-to-day administration of the company, particularly with regard to statutory and regulatory requirements. This is likely to include organising board meeting and AGMs, structuring them and ensuring minutes are taken.

• Many company secretaries may also have responsibilities such as overseeing areas such as pension administration and share registration.

Because the role of company secretary is so crucial to keeping a company operating smoothly and preventing oversights in regulatory and legislative requirements, it is imperative that the role is executed by an individual that the board can have complete trust in. As a result, many companies use specialist providers of company secretarial services rather than hiring in-house. Especially in the case that the company is not large enough to require a highly qualified company secretary on a full-time basis, this can be the best solution. Employing a cheaper, less qualified company secretary that will mix a more junior administrative role with the described support to the board can be a dangerous strategy.