A friend and an ex-co-worker told me once that a Company Secretary is the keeper of the secrets of a company. This is not an accurate definition but reflects in a metaphoric way a part of the work of a Company Secretary.
The Company Secretary is a senior position and part of the key managerial personnel in several countries (UK, US, China, Canada, Malaysia, India, Singapore, Bangladesh, Pakistan, Sri Lanka, South Africa). In large American and Canadian listed corporations or groups of companies, a Company Secretary may be named a Corporate Secretary, and in banking institutions, governments, or other international institutions may be named General Secretary or Technical Secretary.
In listed companies domiciled in some European countries often the role of a Company Secretary overlaps with the role of the Compliance Officer, being responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements, for ensuring that decisions of the board of directors are implemented and being a key person in the internal communication between different stakeholders.
Despite the name, the role is not clerical or secretarial and there is no legal requirement that the Company Secretary to be a lawyer. Of course, having a law degree is very helpful, especially when the Company Secretary needs to ensure that the organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. The Company Secretary is not the paralegal that drafts the minutes and documentation and assure that the rooms for meetings are available but is the contact person and project manager for corporate events involving board, management and other several teams in an organisation.
In many countries Company Secretaries are the company's named representative on legal documents, but this is not the only role. Other important activities performed by the Company Secretary are related to:
- Company incorporation documentation and changes of the articles of association
- The relationship with shareholders (if the company has investor relations team, the activity is performed by the dedicated team with Company Secretary support, if needed)
- The appointment and termination arrangements for directors of a company and for members of the board
- General meetings paperwork
- Dividend payment activities
- Board meetings organisation, with the guidance of the chair of the board
- The corporate compliance activities (policies, registers, continuing obligations, and regulatory filling)
- Periodical reporting timeline and requirements
- The relationship with auditors
- Major corporate events as listing the company, major transactions (takeovers, mergers, divisions, bond issuance, loans), insolvency and dissolution
- The implementation of corporate governance principles.
Some companies ignore the importance of the Company Secretary role and don’t really have a person to perform or coordinate the activities mentioned above. Other companies have a similar role but consider that this may be performed by junior personnel, interpreting it in clerical sense. Without a person to perform the activities of a Company Secretary the management is struggling between compliance, legal and other teams, and the time of other key persons is eaten by tasks that always should be performed by a different person.
There are also service providers that perform a part of Company Secretary activities, and their support is very appreciated.