Company Secretary: Main Issues To Consider
What is a company secretary?
The company secretary is an officer of the company and is, most commonly, the person tasked with ensuring the operation and organisation of company activities. Depending upon the type of business conducted by the company, the work of the company secretary will vary.
Who can be a company secretary?
The company secretary can be an individual or it can be a body corporate, for instance, another company.
Does a company secretary require any formal qualifications?
No formal qualifications are needed to be the company secretary of a private company. For public companies, however, the directors of the company must ensure that the secretary has the necessary knowledge and experience to fulfil the role of secretary, and has one of the qualifications set out by the Companies Act 2006.
What are the duties of a company secretary and what can a company secretary be liable for?
Unlike for directors, the companies legislation does not set out any statutory duties for the company secretary, however, many duties are implied by reason of the company secretary being an officer of the company. Please note however that, as an officer of the company, the secretary may be liable for any breaches of various provisions of the companies legislation.
Does my company need a company secretary?
It depends. Public companies are required to have a company secretary. If, however, your company is a private company, a company secretary is only required if the articles of association (the rules of the company) expressly require a secretary (NB it would be possible to amend the articles so as to remove any specific reference to the company having a secretary but there would be no need to amend the articles if they only refer to the duties of the secretary).Nevertheless, a private company that chooses not to have a company secretary should consider ensuring that another party has the task of carrying out the role and functions of company secretary.
What are the legal responsibilities of a company secretary?
As we say above, there are no statutory prescribed responsibilities which relate specifically to the role of secretary.
What is the role of a company secretary?
This will vary greatly from company to company and certainly between public and private companies. In many small private companies, a company secretary will have only a very limited role; more or less simply occupying the office. In large private companies and certainly large public companies, the role of company secretary would traditionally include the following tasks:
- ensuring that directors are correctly appointed
- giving practical support and guidance to directors
- convening board meetings
- keeping minutes of board meetings
- ensuring the is board aware of matters that may require its attention
- ensuring that records are kept up to date
- ensuring compliance with relevant regulations and laws
- making sure that the business interests of the company are accounted for
- ensuring that decisions of the board are properly carried out
- giving advice on matters of ethics and good governance
- communicating regularly with shareholders
- convening shareholder meetings
- keeping minutes of shareholder meetings
- ensuring the best interests of the shareholders are taken into account
- acting as a main point of contact for shareholders especially with regard to governance of the company.