Responsibilities & duties of Company Secretary

 Duties of Company Secretary

1. Maintaining the statutory registers - members, directors and secretaries and directors' interests 2. Ensuring that statutory forms are filed promptly 3. Sending the Registrar copies of resolutions and agreements 4.The main duty of the Company Secretary is to safeguard and protect such interests of the company at all levels viz. legal, statutory, administrative, arbitration and in other policy matter 5.If authorized by the Board, it is duty of the secretary to convene a Board or Shareholders meeting in time, sign notices of such meeting, send annual and, half yearly accounts to shareholders, prepare minutes of the meeting timely and correctly, make sure that the quorum requisite is present in the meeting etc. 6.It is company secretary’s duty to oversee before execution that the various agreements, deeds, contracts are properly framed, worded etc. 7.Sometimes company secretary has to work as public relations officer of the company etc.

Role of the Company Secretary

The three main areas, a Company Secretary has the role to play viz. to the Board, to the Company and to the Shareholder. Within each, the Company Secretary’s role can be very diverse.

To the Board

A Company Secretary must ensure that the procedure for the appointment of directors is properly carried out and assist in the proper induction of directors, including assessing the specific training needsof directors/executive management. Secretary needs also to be availble to provide comprehensivepractical support and guidance to directors bothas individuals and as a collective with particular emphasis on supporting the 

non- executive directors. He/she should also facilitate the acquisition of information by all board and committee members so that they can make best use of their ability to have a board meetings, discussions etc. Further to these tasks, he/she needs to assist in the compilation of board papers and to filter them to ensure compliance with the required standards of good governance .It may also be part of the Company Secretary’s role to raise matters which may warrant the attention of the board.

To the Company

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. Secretary also need to assist in the implementation of corporate strategies by ensuring that the board’s decisions and instructions are appropriately carried out and communicated. Further to this, he/she should be available to provide a central source of guidance and advice within the company on matters of business ethics and good governance.

To the Shareholder

The Company Secretary needs to communicate with the shareholders as appropriate and to ensure that due regard is paid to their interests. He/she also need to act as a primary point of contact for institutional and other shareholders, especially with regard to matters of Corporate Governance.

Duties as an Administrative Officer

The Companies Act 1994 imposes numerous obligations on companies regarding, the conduct of their affairs. As an officer of the company, the Company Secretary can be prosecuted for most of these offences. Responsibility for ensuring compliance with these matters ultimately rests with the directors. However, by making the Company Secretary liable, the Act not only recognizes that the directors usually rely on the Company Secretary in this regard, but also provides a strong indication that they should give the Company Secretary responsibility for (or an involvement in) these matters. This is reinforced in the case of public companies by the requirement that the directors appoint as Company Secretary someone they believe is capable of performing the functions. Indeed, a director will often escape personal liability if they are able to show that the breach was not caused by their own acts or omissions and that the board had appointed a suitably qualified Company Secretary with responsibility for these matters. It is clear that, in view of their potential liabilities, Company Secretaries should not close their eyes to cases of non-compliance even if the directors have purported to make someone else responsible for those matters. Company Secretary should draw such cases to the attention of the directors and advise on the company's duties and obligations. It can therefore be argued that the Company Secretary has a duty as an officer of the company to keep an eye on these matters, regardless of the terms of their employment control. Chartered Secretaries should also ensure that where certain of their responsibilities are delegated, such  tasks are properly executed, since they can still be held accountable in law for any failure by the company to comply. The fiduciary duties of directors can apply equally to executives occupying senior management positions in the company and authorized to act on its behalf.

This usually includes the Company Secretary who, in any occasion, as an officer of the company has the following fundamental duties:

• act in good faith in the interests of the company;• not to act for any collateral purpose• to avoid conflicts of interest• not to make secret profits from dealings for or on behalf of the company.

Core Duties of the Company Secretary

Below mentioned duties includes both those duties which are legal obligations as well as those which result from best practice. Besides, a Secretary may have to use his/her inventiveness to ensure that all core duties are fulfilled.

1. Meetings of the Board of Directors

Facilitating the smooth operation of the company’s formal decision making and reporting machinery; organizing board and board committees meetings (e.g. audit, remuneration, nomination committees etc.); formulating meeting agendas with the Chairman and/or Managing Director/The Chief Executive Officer and advising management; collecting, organizing and distributing such information, documents or other papers required for the meeting; ensuring that all meetings are Minuted and that the minute books are maintained with certified copies of the minutes and that all board committees are properly constituted and provided with clear terms of reference.

2. General Meetings

Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the company’s Articles of Association; preparing and issuing notices of meetings, and distributing proxy forms; trying to prepare directors for any shareholder questions and helping them create briefing materials; overseeing the preparations for security arrangements; ensuring that proxy forms are correctly processed at meeting and that the voting is carried out accurately.

3. Memorandum and Articles of Association

The Company Secretary must ensure that the company complies with its Memorandum and Articles of Association and, drafting and incorporating amendments in accordance with correct procedures.

4. Requirements of Stock Exchanges

Maintaining, monitoring and ensuring compliance while dealing in the company’s securities, as appropriate, managing relations with the Stock Exchange through the company’s brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; making applications for listing of additional issues of securities.

5. Statutory Registers

Following statutory registers has to be maintained: 1. Members register 2. Register of directors 3. Register of contracts with Directors 4. Directors’ interests in shares and debentures 5. Interests in voting shares 6. Register of mortgages & charges 7. Minutes book 8. Books of Accounts 9. Register of debenture holders (if applicable). Etc.

6. Statistical Books

A Secretary has also to maintain the following statistical books:

1. Application and allotment register 2. Register of share transfer 3. Attendance record book 4. Agenda book 5. Proxy register 6. Index cards for maintaining specimen signatures of members 7. Share certificate and debenture book. etc.

7. Statutory Returns

There are requirements to file periodic statutory returns and to report certain changes regarding the company with the Registrar of Joint Stock Companies and Firms, which are:1. Annual returns (Schedule X), within 21 days of general meeting 2. Filing of accounts, within 30 days of general meeting with the annual return 3. Return of Allotment (Form XV), within 60 days of allotment 4. Amended Memorandum and Articles of Association 5. Notices of appointment, removal and resignation of directors (Form XII), within 14 days of any change in the structure of directorship 6. Consent of Directors to act (Form IX),7. List of persons consenting to be Directors 8. Agreement to take qualification shares in a proposed company (Form XI) 9. Notices of appointment, removal or resignation of auditors 10. Change of registered office (Form VI), within 28 days of incorporation or of any change thereon 11. Special resolution (Form XIII) within 15 days of passing resolution thereof 12. Increase of Authorize Capital (form IV), within 15 days of passing resolution thereof, etc.

8. Report and Accounts

A Company Secretary has also to co-coordinate the publication and distribution of the company’s annual report , accounts and interim statements, in consultation with the company’s internal and external advisers, in particular, when preparing the directors’ report.

9. Registration of Shares

He/she has to maintain the company’s register of members; dealing with transfers and other matters affecting share-holdings; dealing with queries and requests from shareholders and different stakeholders.

10. Communications to and from Shareholder 

Communicating with the shareholders (e.g. through circulars); arranging payment of dividends, interest; issuing documentation regarding rights issues and capitalization issues; maintaining good shareholder relations; maintaining good relations with institutional shareholders and their investment committees.

11. Shareholder Monitoring

Monitoring movements on the register of members to identify any apparent ‘stake-building’ in the company’s shares by potential take-over bidders; making appropriate inquiries of members as to beneficial ownership of holdings. Etc.

12. Issues of Share and Capital and Restructuring

Implementing properly authorized changes in the structure of the company’s share and loan capital; devising, implementing and administering directors’ and employees’ share participation schemes.

13. Acquisitions, Disposals and Mergers

Participating as a key member of the company team established to implement corporate acquisitions, disposals and mergers; protecting the company’s interests by ensuring the effectiveness of all documentation; ensuring that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction; ensuring that the correct authority is in place to allow timely execution of documentation.

14. Corporate Governance

Good corporate governance is the much talked and burning issue in corporate sector all over the world. As a Company Secretary, he/she has to review continually developments in corporate governance; facilitating the proper induction of directors into their role; advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with company law and, if applicable, Stock Exchange requirements; counseling them when preparing presentations and memorandum.

15. Non-Executive Directors

The Company Secretary Acts as a channel of communication and information for non-executive directors.

16. Common Seal of the Company

Company Secretary ensures the safe custody and proper use of company seals.

17. Identity of the Company

Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that company name plates are displayed in a conspicuous place of registered address of the company.

18. Subsidiary Companies

Ensuring that procedures are in place for the correct administration of subsidiary companies and that correct information is given to the holding company; maintaining a record of the group’s structure. Etc. 

Additional Duties of the Company Secretary

The duties which a Secretary commonly undertakes in areas such as accounting, property, labor relations, public relations, personnel welfare and facilities (union, training, medical, accommodation, etc.) i.e. general administration and other subsidiary duties cannot be considered to be core duties. These duties will frequently take up a substantial proportion of the Company Secretary’s time and their importance should not be underestimated. The professional background, previous work experience and general personal capabilities of the Company Secretary will generally dictate the nature and scope of these additional responsibilities .For example, a lawyer is more likely to specialize in litigation and an accountant is more likely to manage a treasury function. A Chartered Secretary, being specifically trained for the role, is more likely to take-on additional responsibilities such as assets management, welfare of staff/workers, medical, Intellectual property, contracts, negotiation, litigation, contract drafting, Conveyancing, consumer credit contract,Accounting/Finance, Payroll, Financial management, 

Credit control, Taxation, Financial accounting, Project finance, internal control

system, Corporate finance, Employee and executive Profit share schemes, Other employee benefits, Performance appraisal, Risk management, Office administration, Management Information system, General Management Strategic planning, Corporate planning Liaising with professional advisers for Directorship in group subsidiaries. Etc. Most Company Secretaries could probably add to the above list, particularly where their company’s business is subject to further specific external regulation.

Powers of the Company Secretary

The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. The Companies Act 1985 provides that a document signed by a director and the Secretary of a company and expressed (in whatever form of words) to be executed by the company has the same effect as if executed under the common seal of the company. If the office of Secretary is vacant, or the Secretary is incapable of carrying out his/her duties, the assistant or deputy secretary shall carry out the functions of the Secretary and the document is deemed to be executed by the company. In addition, a document which purports to be signed by a director and the Secretary or by two directors shall be deemed to have been duly executed in favor of a purchaser in god faith for valuable consideration who acquires an interest in property. In Panorama Developments (Guildford) Ltd. V Fidelis Furnishings Fabrics, the Court of Appeal ruled that a third party could assume that the Company Secretary had authority to bind the company in contracts of an administrative nature.

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