At its best, it delivers strategic leadership, acting as a vital bridge between the executive management and the board and facilitating the delivery of organisational objectives. There are endeavours to move the profession beyond that of being the administrative servant of the board. 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. Company secretaries have a fiduciary role to always act in the best interests of the company in good faith, and to avoid or disclose any potential conflicts of interest that could arise. This they saw as being an important feature of the job, especially as they advise the board on governance issues.
A company secretary is an important organ of a company who performs various ministerial and administrative duties. This post carries greater responsibility than an honorary secretary to ensure that the requirements of company law are met. A company thus has legal rights and obligations in the same way that a natural person does. Sample pdf of std 11th secretarial practice smart notes. In industry, commerce and social institutions, he is a must.
The role of company secretary as governance officer by devendra. Company secretaries who are also directors of the same company, should note that, due to the differing nature and scope of duties of the respective posts, it is important that they are aware, in relation to each task, whether they are carrying this out as director or secretary and in particular, in which capacity they are signing notices and. To this end, the role of the company secretary shall comprise the following key. Though compliance of corporate laws is an important function of a company secretary, his role does not commence and end with mere compliance of laws. A company secretary is a much more important person nowadays than he was in the 19thcentury. Besides, he plays a vital role in planning company s future. The role of the company secretary institute of directors iod. Directors and key managerial personnel of a company 79106 7.
In contrast, the company secretary role remains legislatively less well defined and subject to limited regulatory. A company secretary is a senior position in a private sector company or public sector organisation. A company secretary in malaysia has increasingly heavier duties and. Companies and partnerships compared a a company can be created only by certain prescribed methods most. In november 2016, the institutes technology interest group published its first guidance note, technology and the company secretary, looking at a range of technological issues that company secretaries need to be aware of. So he must have higher education for better understanding. The legalese and jargon of the past must give way to everyday words that communicate complex information clearly. We must question whether the documents we are used to writing highlight the important information investors need to make informed decisions. Thus, company secretary means an individual who is a member of the institute of company secretaries of indiaicsi and is appointed to perform the function of a company secretary under the companies act. Several company secretaries highlight the importance of being aware of all the sensitivities. A company secretary has to deal with many people of name and fame. Ultimately the company secretary is one of the key governance professionals, and a critical conduit between the board and the organisation. The theoretical framework of this study is based on a synthesis of. Code in 2012, emphasised the importance of the company secretary.
The role of the company secretary the company secretary is responsible for advising the board through the chairman on all corporate governance matters. To analyze the true importance of the corporate secretarial. In large american and canadian publicly listed corporations, a company secretary is typically named a corporate secretary or secretary. In the absence of a company secretary, company law. The role of company secretaries in banks 4 the company secretary. Company limited by guarantee or a community interest company, you may also have a company secretary, which is different from the role of an honorary secretary. The company secretary has a pivotal role to play in the corporate governance of a company, and it is advisable that companies delegate or outsource this responsibility to an appropriate person, or organisation if a company secretary is not employed in house. The influencing role that company secretaries perform today.
For the corporate secretary, this means having the ability to advise. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. This article gives an overview of the role of the company secretary under the act, highlighting the key changes in the law. Rights of a company secretary emanate from the companies act on the one hand and his service contract on the other. The role of the company secretary in a modern company introduction in the modern era it is recognized that the company secretary is the most senior administrative officer of the company. Nhf code of governance huge importance placed on role by regulator. Jun 18, 2015 top 10 qualities of a great secretary. The premise of this book is that every company secretary knows how to perform their technical role and has a good understanding of the. As company secretary, responsibility for filing the company documents at companies house will normally fall to you. The role of the company secretary australian institute of. Maintaining paperwork a company secretary is responsible for the security and accuracy of important company documents, which include the certificate of incorporation, share certificates and other important ones.
As per section 205 of companies act, 20 describes the functions of company secretary. The company secretary in the uk and their role in upholding. The following mentioned are a few advantages of a company secretary. Cs works as an advisor by suggesting the role and power of the chairman and director of the. If your organisation is incorporated as a limited company e. However, many company secretaries suggest their role is largely taken for granted and often. In case of absence of the directors company secretary holds directors position as law and act on behalf of director. Importance of company law and role of company secretary in a. Duties and responsibilities of a secretary too many. Example company secretary role description diy committee. Before choosing a company secretary, an organization should look into all details of how can heshe can be a valuable addition to the firmcompany. Reporting to the board chairman andor the chief executive, he or she should advise the board on governance matters, ensure good information flow, confirm that board policy and procedures are followed, and facilitate.
File details of significant changes in company share capital or administration for example, information on any new shares allotted must be notified within 28 days. The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory. Company secretaries also play an important role in the process of conforming to the different statutoryregulatory requirements as prescribed by rbi such as maintaining statutory liquidity ratio, cash reserve ratio, capital. The important tasks that would normally fall to a company secretary, including shareholder administration and communication, corporate governance and statutory. Most notably, the companies bill 2012 recently retained the need for a company secretary in both private and public companies. Conflict of interest policy role of the company secretary. The importance of organizational dynamics and the interplay of the company secretary as a main officer are investigated by way of semistructured interviews of company secretaries to identify what factors and skills are necessary in role construction. A company secretary plays a critical role in this context. This may mean there is a company secretary who reports into their role, or that the organisation does not have a company secretary at all. A company secretary s role in a company is very important. Whilst many of the provisions relating to company secretaries remain.
He has the overall charge of making correspondences, keeping records, handling legal, taxation and financial matters and maintaining coordination in the organisation. He represents the company to the outside world and therefore he should have language proficiency to be well conversant. In november 2016, the institutes technology interest group published its first guidance note, technology and the company secretary, looking at a range of technological issues that company secretaries need to. Attention is given to how the company secretary deals with power plays within the board and organization. The breadth and importance of the role of the company secretary has increased markedly over the past five years. Role of a company secretary pakistan institute of corporate. A company secretary is one among the most important professionals in an organization. Company secretary role description any voluntary organisation or community group which is a company limited by guarantee i. The key findings of this study illustrate how highperforming company secretaries ultimately help build trust, which results in good governance.
The company secretary should work closely with the chairman and the board to ensure that effective shareholder relations are maintained. Hong kong businesses and looks at the role of company secretaries in ensuring the effective management of technology risks and opportunities. Importance of company law and role of company secretary in. Company secretaries are in a better position to discharge this responsibility with greater confidence. Act as director of the company, if necessary in case of absence of the directors company secretary holds directors position as law and act on behalf of director. Importance of corporate governance in an organisation diligent. The company secretary s usefulness starts right from the process of company incorporation in malaysia, to the annual processes of a company, to the dissolution of a company if need be. Today a secretary occupies a very important position in the administrative setup of the company. Puts the bosss and company s best foot forward since heshe is most likely be in contact with clients before the boss. Corporate secretaries have an important role to play as governance professionals in all. Importance of private secretary a private secretary is a person who performs personal as well as official activities on behalf of his employer. The role of the company secretary has changed and this is both undisputed. Aug 12, 2019 the australian company secretary holds a unique governance position due to hisher liaison with the chair and the full board of directors. The company secretary also has an important role in communicating with external stakeholders, such as investors, and is often the first point of contact for queries.
He must be conversant with the company law, accounts, taxations and other commercial and financial matters. Any voluntary organisation or community group which is a company limited by guarantee i. Signing paperwork the duty of signing legal documents on behalf of the company director may sometimes fall to the company secretary. It is not a technical guide to the role of the company secretary. For the corporate secretary, this means having the. The company secretary as polymath world bank document. The role of the company secretary in a morden company cipc. Regulation of operations and duties rod, manual of.
Company secretary roles, duties and responsibilities. At the same time the members of the company can enter into contracts with the company in the same manner as any other individual can. Sep 24, 2019 the role of the company secretary is changing. Every company must have a company secretary, who cannot be the same person as a. Is the role of company secretary fit for the future. Where a company is required to pay incometax on its profits and. When it comes to the company secretary job, there is no stress of deadlines or meeting. Sample pdf of std 11th secretarial practice smart notes book. Does the company secretary share responsibility for board.
If, as a company secretary, you are unclear on the cao role, there are many detailed and instructive booksalready. The importance of the company secretarys role has increased over the years. A company secretary who represents a company to the internal and external stakeholders, coordinates the management functions and company policies, keeps an eye on ethics and mutual trust, helps in strategic decisions aligning the company towards excellence. Apr 22, 2019 perhaps the less wellknown, but equally important role of a company secretary is hisher fiduciary role to the company. Rights and role of company secretary under companies act.
Roles and responsibilities of the company secretary every company must have a company secretary, who cannot be the same person as a sole director. The company secretary is responsible for advising the board through the chairman on all corporate governance matters. Interestingly company secretaries assumes pivotal role in both. Role of company secretary is to make sure to execute and implement the decisions take by the higher authorities like the board of directors of the company, chairman, ceos, etc. I thought of sharing my article whistle blowing an important aspect of corporate governance and role of company secretary as effective whistle blower published in the institute of company secretaries of india 40 th national convention of company secretaries, 2012 souvenir. Business communication skills of secretary 147160 10. Ten crore or more which in itsself tell the importance of company secretary. There is still a secretary aspect to the role of the company secretary, or chartered secretary, or notforprofit secretary on uk boards, but that aspect of the work is no longer the most important part. In so doing, how is the company secretary s role exposed to the decision. Understanding the role of company secretary in ensuring good. The companies act, no 71 of 2008 the act prescribes that all public and state owned companies are required to have a company secretary. However, many company secretaries suggest their role is largely taken for granted and often improperly utilised. This articles aims to highlight the important role a company secretary plays and what are the main responsibilities tied in to this role. A company secretary is an important link between the company and its board of directors, shareholders, regulatory authorities, government and other stake holders.
The corporate secretary international finance corporation. Company secretary appointment, duties, rights, liabilities. Duties of private secretary business communication articles. This appears not only in modern companies acts but also by the role which he plays in the day to day business of companies. Has good relations with regulators, investors and other stakeholders banks often have their own compliance officers so must liaise with them most important factors are compliance, best. The importance of a company secretary can be many such as the different responsibilities of a company secretary that are carried out by them accordingly on time. A certificate signed by the secretary of a company or for an llc without officers, a manager or managing member and delivered at the closing of a transaction.
A company secretary is the first portal of information in order to obtain copies of contracts and resolutions decided upon by the board and has substantial authority in the administrative sphere with powers and duties derived directly from the companys. It is mandatory for every company having a paid up share capital of 5 crore or more to appoint fulltime company secretary who is member of institute of company secretaries of india. Certified copies of the organizational documents of the company. The companies act, no 71 of 2008 the act prescribes that all public and stateowned companies are required to have a company secretary. Importance of company secretary in the organization. The governance manual sustainability checklist is a practical tool designed to support corporate secretaries, governance committees, chairs and boards in. A company is a corporation an artificial person created by law. He takes dictation and transcribes, makes an appointment for the executives and reminds him of this appointment, interviews people, answers phone calls, deals with correspondence, convenes the meeting. To this end, the role of the company secretary shall comprise the following key responsibilities. Legal position of the company secretary has completely changed. Company secretaries may also enter into deeds of access and indemnity, although it is important to note that anything that purports to indemnify or insure a company secretary against a liability, or exempt a company secretary from liability, that contravenes s 199a or 199b of the act is void. Whistle blowing an important aspect of corporate governance. Has good relations with regulators, investors and other stakeholders banks often have their own compliance officers so must liaise with them most important factors are compliance, best practice, corporate reputation and good citizenship.
The important tasks that would normally fall to a company secretary, including shareholder administration and communication, corporate governance and statutory compliance must still be done. He is entrusted with all confidential matters of a business. The role of a company secretary has evolved from when the company secretary was just another employee on the organisation. Company secretary advantages and disadvantages wisestep.
Ensuring that the concept of stakeholders is in the boards mind when important and business decisions are being taken. In this article, we will discuss the existence of company secretary under the companies act, 20. Company secretary is the key person, who implements all these in an encouraging environment. Moreover, it important that a company secretary understands and anticipates the needs of non executive directors who are expected to perform the monitoring role. A company secretary is no more now a company law secretary. Apart from acting as a link between the board of the organization and the various stakeholders, government and other regulatory authorities, heshe also carry out all the duties like maintaining records, endorsing legal requirements, responding to board correspondences, communicating with various officials and much more. Apr 15, 2020 the company secretary is also known as kmp in the companies act 20 and his appointment is been mandatory by the law for the companies having paid up capital of more than rs. Every person is important being so company secretary keeps relation with owners, employees and other organs. A company secretarys role in a company is very important. In type c organisations the governance dimension of the company secretary s role takes on increasing importance as the organisation is likely to come under closer scrutiny from its key stakeholders as to how it is run, in particular, funders. The appointment and removal of a company secretary is a matter for the board. Introduction most people forming a company undervalue the importance of a company secretary. Roles and responsibilities of the company secretary. Joint stock company form of business organization has become extremely popular as it provides a solution to 2 overcome the limitations of partnership business.
To be commercially aware, an individual must understand the business he or she is in and make good practical decisions as a result. As the importance of effective corporate governance continues to be critical in todays environment, not least due to the global financial crisis, there has been increased focus on the role of the company secretary in ireland. According to explanation from oxford dictionary, a secretary is a person who is employed to conduct correspondence on behalf of an individual or a company and also to execute filing, documentation and administrative functions it is very difficult to provide a universal definition of a secretary because his activity differs according to the scope or function of an organization. It is a unique role as the company secretary is often neither part of line management nor a member of the board itself. The role of the company secretary is much more than just administrative. Documents related to formation of a company 4968 5. The secretary s certificate typically contains the following.
You can contact him for consultation about the scope of company secretary. The responsibilities of the company secretary are different from those of the honorary secretary and are to ensure that relevant rules and regulations. A company secretary who represents a company to the internal and external stakeholders, coordinates the management functions and. The code of ethics for a certified company secretary. Separate legal entity of the company is also recognized by the income tax act. The role of the company secretary the companies act 2014 the act entered into force on 1 june 2015. Find out here about the role and tasks that are carried out by a company secretary. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. The company secretary is responsible for advising the board through the. Role of the company secretary australian institute of company.
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