Company secretary

From Wikipedia, the free encyclopedia

A Company Secretary is a senior position in a private company or public organisation. The role is also sometimes known as a Chartered Secretary. In the United States it is known as a Corporate Secretary.

Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. They are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member.

Chartered Secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.

Chartered secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.

Chartered Secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries.

There is a special rule about company secretary in the UK http://companieshouseonline.com/content/view/46/54/1/4/ . Despite differences in the name of the organisations - it is the same for all publicly traded companies. The secretary (or each joint secretary) of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:

  • held the office of secretary or assistant or deputy secretary on 22 December 1980; or
  • for at least three of the five years before their appointment, held the office of secretary of a non-private company; or is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
  • is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
  • is a member of any of the following bodies:
    1. the Institute of Chartered Accountants in England and Wales;
    2. the Institute of Chartered Accountants of Scotland;
    3. the Institute of Chartered Accountants in Ireland;
    4. the Institute of Chartered Secretaries and Administrators;
    5. the Chartered Association of Certified Accountants;
    6. the Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); or
    7. the Chartered Institute of Public Finance and Accountancy.

[edit] See also

Professional organisations
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