What is a company secretary?

A company secretary is one of the most important roles in corporate governance.

Ever heard the mantra that a business can’t function without good leadership? Well, leadership can’t function without a good company secretary. They are the individuals responsible for communication between the board, executives, and other stakeholders. They’re also responsible for ensuring everyone in this communication chain does what they’re supposed to do.

In most cases, a company secretary is so important that every business is mandated by local law to have one.

A company secretary is a corporate governance position, the main purpose of which is to communicate, facilitate, and ensure that other leaders collectively adhere to the legal responsibilities of their roles.

Regulatory compliance is a big part of a company secretary’s job, so the position automatically becomes one of high trust. Furthermore, we live in an age where stakeholders demand more transparency than ever before. Because of that, company secretaries are far more likely to succeed with dedicated company secretary training. This will give them the structure they need to apply their holistic view of the governance framework and ensure every single box is ticked.

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Anyone can become a CoSec but they must be over-18 and trained in the role and the duties of a CoSec.

Regarding public companies, the CoSec should be a member of a recognised body, be deemed capable of performing the duties or have three to five years experience.

The CoSec must keep up-to-date with company legislation and should also be keenly aware of shareholders’ rights and duties.

Keeping the board up to date on changes in regulations is an integral part of the duties of the secretary along with other responsibilities such as:

• Ensuring accounts are correctly maintained,
• That annual returns are filed,
• Interacting with the tax office and the company registrations office,
• Keeping minutes of general and board-level meetings,
• Administering the transfer of shares,
• And maintaining company registers.

CoSecs are also responsible for keeping other compliance-related issues up to date, such as having appropriate privacy policies.

Signing the company’s annual return

• Creating statutory declarations
• Creating a statement of affairs in the event of a company going into receivership or winding down
• Certifying financial statements which are part of the company’s annual return

The CRO should be updated on any changes in the corporate structure. A CoSec would breach the companies act where they answer a question or produce a document which they know to be false.

The CoSec is a position of high trust and should be filled with someone with integrity capable of performing the various duties associated with the role.

Not only is the role a legal requirement, but since it is challenging to be aware of all of the regulatory requirements, having a suitable secretary on the team can be very useful.

This person should ensure that the company meets the appropriate deadlines and thus avoids such consequences as fines and other penalties.

For instance, the secretary can work with your accountant to ensure your annual return is filed on time with the company’s registration office.

So, in conclusion, the role of the secretary is crucial to the effective operation of the board, in addition to often being a legal requirement.

To learn more about the role of the company secretary and how to train to become one, check out our globally recognised course.