The role of the company secretary

by Stephen Conmy

The role of the company secretary

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In recent years, corporate governance has become increasingly important, making the role of the company secretary a pivotal position in the boardroom. Today, the secretary is often viewed as the company’s guardian of compliance with the law and best practices.

Today’s company secretary handles a diversity of tasks that differs significantly from their original role of ‘note taker’ at board meetings.

Company secretaries must play a meaningful and essential role in an organisation’s overall corporate governance.

For example, company secretaries are responsible for keeping the chair and the board up-to-date with directors’ duties under the law.

The secretary must also remind directors of existing and new developments in corporate governance practices and requirements.

The company secretary is now an integral member of the governance team whose principal responsibilities include making sure the company complies with the law, ensuring specific statutory registers are kept up to date, and filing required documents with the registrar of companies.

The job of the company secretary is to ensure good governance

In practice, the role of the secretary is much broader than described above.

Below is a list of responsibilities today’s company secretary will carry out in the service of the company:

  • Develop and implement processes to support good corporate governance.
  • Provide impartial advice to all board members and act diligently in the company’s interests.
  • Support the board and its committees in fulfilling their responsibilities and following best practices.
  • Ensure that board members are presented with high quality, up-to-date information in advance of meetings and schedule meetings accordingly.
  • Remind the chair that there should be rigorous annual board, committee, and director and CEO assessments  and ensure that actions arising from the evaluations are completed.
  • Support the chair through the entire board development process, including board evaluations, inductions and training.
  • Educate management concerning the expectations of, and the value of, the board.
  • Collaborate with the board and chair to maintain effective relations with the company’s stakeholders, such as investors.
  • Create training plans for individual directors and the board and develop tailored induction plans for new directors.
  • Make all reports available to shareholders per statutory or regulatory requirements, and draft the section on governance in the company’s annual report.
  • Be available to all directors for advice and services.
  • Manage the share register and monitor share ownership changes in a publicly traded company.
  • Ensure that all contractual agreements with suppliers and customers follow company policies
  • Manage relations with external regulators and advisors, such as lawyers and auditors

Who appoints the company secretary?

The board of directors appoint the company secretary. The directors have a duty to ensure that a suitably qualified secretary is appointed and the company secretary must be at least 18-years-old.

What does a secretary earn?

Also sometimes known as head of governance, the secretary holds a strategic position at the heart of governance operations within an organisation.

According to the recruitment firm Prospects in the UK trainee company secretaries generally start at £20,000 to £35,000.  However:

  • As an assistant company secretary, you can earn around £56,000 to £82,000.
  • At the top level, as a deputy company secretary, the salary will be in the region of £83,000 to £130,000.
  • The top 25% can earn up to and above £184,000, and group company secretaries have the potential to earn in excess of £310,000.

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