Company Secretary Meaning, Roles, Responsibilities and Types

10/07/2020 2 By indiafreenotes

A company secretary is a senior position in a private sector company or public sector organization. In large American and Canadian publicly listed corporations, a company secretary is typically named a corporate secretary or 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.

Despite the name, the role is not clerical or secretarial. The company secretary ensures that an organization 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.

Roles and responsibilities of Company Secretary

Company secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organization’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 organization, the negotiation of contracts, risk management, property administration and organization 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 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.[

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.

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 main qualification specifically for company secretaries. ICSA 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 ICSA, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.

Types of Secretaries

On the basis of the nature and functions of secretaries, we classify them as follow:

  1. Ministry’s or Department’s Secretary

Every Government Department has a secretary and he acts as the executive head of the department. Secretary is the person who implements the decision taken by the department heads’ He has to advise the Ministers in certain matters. The important functions performed by him include administrative function, advisory function, formulation of policies etc. Usually I.A.S officers are appointed as secretary to top level executives in certain organizations.

  1. Private Secretary

Private Secretary or personal secretary is a person appointed by a person in high position such as Ministers, senior doctors, lawyers, Accountants etc., whose work requires close attention and cannot afford to spent time for routine activities. He keeps the confidence of his master and he is the right hand man of his employer.

  1. Secretary of an Association or a Club

An association or a club is formed to serve some common cause of its members, such as promoting art, science, music, sports, etc. The secretary of an association is generally elected from the members of the managing committee. Some association appoints whole time directors to look after the day-to-day activities. He acts as an agent and advisor to the managing committee.

  1. Secretary of an Embassy

This is an official of an embassy or a diplomatic mission ranking next to the Ambassador. He is his country’s representative in the country to which he is posted and acts as a link between his embassy and the Government of the country in which it is located. He has to perform administrative and executive functions, and project his country’s image truly and faithfully.

  1. Secretary of a Trade Union

Every trade union has a secretary. The functions of the secretary of a trade union vary with size and type of the union. He has to look after the functions of the union. He acts as a link between the trade union and the management.

  1. Secretary of a Co-Operative Society

The chairman of the co-operative society is considered as the chief executive and the secretary manages the day-to-day administration of the society. The secretary of the co-operative society may be appointed on part time or full time basis depending on the size of work of the society. He wants to maintain proper records and registers and submit periodical statements to the Registrar of the co-operative societies.

  1. Secretary of a Local Body

Corporations, municipal councils, District boards etc. usually appoint whole time secretary to look after their day-to-day affairs. The secretarial duties include office management, assisting to conduct meetings, recording the proceedings etc.

  1. Secretary of a Company

The secretary of a company is the chief administrative officer of the company. Company secretary is a person who is a member of the Institute of company secretaries of India. He act on behalf of directors of the company and represents the company to outsiders. He has to conduct meeting and maintain minutes of the meeting.