A Company Secretary is a senior position in a private sector firm or public sector organisation, usually in the form of a managerial position or above. In massive American and Canadian publicly listed firms, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the function is not a clerical or secretarial one in the common sense. The corporate secretary ensures that an organisation complies with related laws and regulation, and keeps board members informed of their authorized responsibilities. Firm secretaries are the corporate’s named consultant on authorized documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is usually their responsibility to register and communicate with shareholders, to make sure that dividends are paid and to take care of company records, comparable to lists of directors and shareholders, and annual accounts.
In many international locations, private companies have traditionally been required by law to appoint one person as a company secretary, and this particular person may also usually be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have a complete time secretary and a single member company (any firm that’s not a public firm) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university recognized and having related experience. However, the company secretary of a single member company shall be a person holding a bachelor degree from a university recognized.
The duties of an organization secretary are usually contained in an “employment contract”. However, the corporate secretary typically performs the next capabilities:-
Functions of secretary:
(1). Secretarial capabilities:
To ensure compliance of the provisions of Companies Law and guidelines made there-under and different statutes and bye-laws of the company.
To make sure that enterprise of the company is performed in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the company are managed in accordance with its objects contained within the articles of association and the provisions of the Companies Law.
To prepare the agenda in session with the Chairman and the other documents for all the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to arrange an accurate record of proceedings.
To attend the broad meetings to be able to make sure that the legal requirements are fulfilled, and provide such information as are necessary.
To prepare, in session with the chairman, the agenda and other paperwork for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary common meetings of the company and to attend such conferences with a purpose to guarantee compliance with the authorized necessities and to make right report thereof.
To carry out all matters concerned with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities linked with share transfers.
To organize, approve, sign and seal agreements leases, legal varieties, and different official documents on the corporate’s behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the company’s solicitors, the chief executive or different executive, in respect of the authorized matters, as required.
To have interaction authorized advisors and defend the rights of the company in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of assorted documents/returns as required under the provisions of the Companies Law.
Proper maintenance of books and registers of the corporate as required under the provisions of the Companies Law.
To see whether or not legal requirements of the allotment, issuance and transfer of share certificates, mortgages and fees, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To problem discover and agenda of board conferences to every director of the company.
To hold on correspondence with the directors of the company on numerous matters.
To report the minutes of the proceedings of the conferences of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the corporate and the shareholders.
To points notice and agenda of the overall meetings to the shareholders.
To keep the record of the proceedings of all general meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
(3). To keep up the following statutory books:
the register of switch of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, expenses etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and different officers;
the register of contracts;
the register of directors’ shareholdings and debentures;
the register of local members, directors and officers, in case of a international firm;
Register of beneficial ownership;
Register of deposits;
Register of director’s share holding; and
Register of contracts, arrangements and appointments in which directors and so on are interested.