Company Secretary At A Glance

The breadth and importance of the role of the Company Secretary (CS) has increased markedly over the past five years. It is a unique role as the Company Secretary is often neither part of “line management” nor a member of the Board itself. A Company Secretary is basically a corporate lawyer. CS is a bridge between the Company (administration) and the shareholders (owners). He/She is responsible for smooth functioning of any Company legally and to safeguard public interest.

Definition of a Company Secretary:

1. As per the Company Secretaries Act, 1980

Means a person who is the member of the Institute.

2. As per Wikipedia

A company secretary is a senior position in a private sector company or public sector organisation, normally in the form of a managerial position.

Role of a Company Secretary:

Within any organization, a Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors.

A Corporate Secretary’s duties may include:

• Implementing the decisions of the board of directors
• Acting as adviser to the company directors
• Handle company share transactions - issuing new shares, arranging dividend payments and observing all legal requirements
• Liaising with auditors, lawyers, tax advisers, bankers and shareholders on board governance issues
• Attending and take minutes of directors’ and members’ meetings
• Ensure compliance obligations under relevant laws and the requirements of regulatory authorities are met (e.g., stock exchange)

Most Corporate Secretaries are responsible for the following:

• Board and committee meetings
• Minutes of meetings
• Annual meeting of shareholders - including proxy statement
• Corporate records
• Subsidiary management
• Stock transfers and dividends
• Securities market listings and compliance with listing standards
• Compliance with federal and provincial board governance laws
• Governance liaison for officers and directors
• Shareholder engagement on governance issues

To add more to the above, responsibilities of a Company Secretary are varied in relation to the nature of the entity he/she is appointed in. After passing of the new act i.e The Companies Act, 2013 the role of a CS has widened in many directions. 

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