Company secretary

For the role of administrative assistant, see Secretary.

A company secretary is a senior position in a private company or public organisation, normally in the form of a managerial position or above. In the United States it is known as a corporate secretary.

The 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.^[1]

Despite the name, the role is not a clerical or secretarial one in the usual sense. 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 shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

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]}

Roles and responsibilities

The 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.

Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretaries. 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.^[2]

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

In the UK, the company secretary may be qualified by virtue of examination and membership of the Institute of Chartered Secretaries and Administrators (ICSA), which is the only qualification specifically for company secretaries. ICSA is the only 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'.

In India, the Institute of Company Secretaries of India (ICSI)regulates the profession of Company secretaries.ICSI is a statutory professional body which has more than 29,010 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.

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]}

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.^[2]

United Kingdom

Since 6 April 2008 there has been no requirement for a private company in the UK to have a company secretary unless the company’s articles of association state otherwise.^[3] If a private company doesn’t have a company secretary then the duties that would otherwise have belonged to the company secretary will fall on the directors of the company. A public company in the UK must still have a formal company secretary.^[4]

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:^[5]

• maintaining the company’s statutory registers;
• updating the records held by Companies House;
• maintaining the registered office;
• managing and storing the company’s records; and
• organising the company’s board meetings and annual general meeting.

India

In India every company having a paid up share capital of Rs.50 million (5 crores) or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India. A company having not less than Rs.one million (10 lacs) paid up capital and not required to appoint a full time company Secretary should file a compliance certificate signed by a practicing Company Secretary with Registrar of Companies.

Section 383A of the Companies Act, 1956 provides for the mandatory appointment of a whole time secretary where the paid up capital of the Company exceeds Rs.50 million (5 crores). If the capital is less than Rs.50 million (5 crores), the company is required to obtain a secretarial compliance certificate and attach the same to the Directors' Report and file it with the Registrar of Companies.

Statutory declarations of compliance under various other provisions of the Companies Act, 1956 are also to be certified by practising company secretaries. Under the MCA 21 e filing regime several forms (including some, exclusively) are required to be pre-certified by practising company secretaries.

The annual returns of companies listed on recognized stock exchanges are to be signed by a practising company secretary.

Further, the Securities and Exchange Board of India (SEBI) also recognizes the Company Secretary as the Compliance Officer and the practising company secretary to issue various certificates under its Regulations. Further, the practising Company Secretaries are also authorised to certify compliance of conditions of corporate governance in case of listed companies.

The Reserve Bank of India also authorises company secretaries to issue various certificates.

The Institute of Company Secretaries of India is the premier professional body to develop and regulate the profession of Company Secretaries in India. It was set up by an Act of Parliament in 1980.

When the Companies Bill, 2009 is passed by the parliament and becomes an Act, the National Company Law Tribunal(NCLT) will be given powers of a court and all matters relating to Company Law would be heard before it instead of High Court. Only a Company Secretary would be eligible to appear before NCLT and not a lawyer. This will open more opportunities for a Company Secretary.

See also

Professional organisations

• Australia - Chartered Secretaries Australia (CSA)
• Canada - Chartered Secretaries Canada / Canadian Society of Corporate Secretaries
• Hong Kong - The Hong Kong Institute of Chartered Secretaries (HKICS)
• India CS - Institute of Company Secretaries of India (ICSI)
• Malaysia - Chartered Secretaries Malaysia (MAICSA)
• New Zealand - Chartered Secretaries New Zealand (CSNZ)
• South Africa - Institute of Chartered Secretaries Southern Africa (ICSA)
• Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA)
• United Kingdom - Institute of Chartered Secretaries and Administrators (ICSA)
• United States - The Society of Corporate Secretaries & Governance Professionals

ə NKS & Company, Company Secretaries, India -{www.csnitesh.com}

References

1. ^ What is a Company Secretary?
2. ^ ^{a b} The Corporate Secretary - Duties and Responsibilities
3. ^ section 270 Companies Act 2006
4. ^ section 271 Companies Act 2006
5. ^ Roles and Responsibilities of a company secretary

External links

• Corporate Secretaries International Association
• The Society of Corporate Secretaries & Governance Professionals (North America)
• Chartered Secretaries Canada
• The Hong Kong Institute of Chartered Secretaries
• The Company Secretaries Of India
• The Institute of Chartered Secretaries and Administrators, UK