A Company Secretary is a person at very high position in a private sector company or public sector organization, normally at a managerial position. In some countries in a public sector the company secretary is reoffered as Corporate Secretary or Secretary. There is a requirement to appoint company secretary. It is already understood that a company is the creation of law, having rights, duties and obligations just as that of human being. The so-called legal entity may therefore sue and be sued: Saloman’s case.
But because of the abstract nature of a company as a ‘person’ it becomes necessary that directors be put in place to see to the effective running of the corporation. However, the directors are not required to be lawyers nor know anything about the company law. In the same regard, the prompters of the company need not be lawyers or know anything about company law. But a company being an artificial person, created by operation of law, must subsist as a person on law – it must continue to obey the provisions of the law since it derives its existence as a person from it.
Therefore it becomes necessary that the company be run effectively in a manner that conforms to the statutes and other regulations and best practices hence the need for a Company Secretary. The position of a company secretary is created by the law creation of law in section 293 -298 of the Companies and Allied Matters, Act, 2004 which provides for the appointment and functions of the Company Secretary, with special reference to public companies .
The Company Secretary is responsible for the efficient functioning and administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.  Even though the name suggests the job of a clerk or secretary it is nothing related to it. The company secretary ensures that an organization complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities.
Company secretaries 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 ompany secretary, and this person will also usually be a senior board member. A company secretary is one of the senior board members according to the law in India. Most people forming a company undervalue the importance of a company secretary. The company secretary is the named representative on legal documents and it is their responsibility to advice the directors of their corporate compliance obligations.
In moat established companies the company secretary serves as a focal point between the board of directors, senior management and the company’s shareholder. Since 6th April 2008 there is no longer a legal requirement to have a company secretary, although many limited companies appoint one to cover a range of jobs roles. A job of a company secretary is to organize and prepare agendas. A company secretary takes minutes at the board meeting and annual general meetings.
Filing with the companies house, maintaining company records and statutory books are some of the important deals of company secretary. A company secretary deals with stock transfer and dividends he ensures the security of the company’s legal documents. He also ensures compliance with all the legal and the statutory requirements. He builds up a contact with external and regulatory bodies Roles and responsibilities
The Company in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organization’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, insurance administration and organization, the negotiation of contracts, risk management, property administration and organization and the interpretation of financial accounts.
Company secretaries are the primary source of advice on the conduct of business and this can p everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning. Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretaries. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles.
The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board’s needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer added to their existing title. In view of the important roles the company secretary plays in business, PLC’s and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.
In the UK, the company secretary may be qualified by virtue of examination and membership of the institute of chartered company secretary and administration (ICSA), which is the main qualification specifically for company secretaries. ICSA is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a ‘Chartered Secretary’ or ‘Chartered Company Secretary’. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated ‘corporate secretaries’ or ‘certified public secretaries’.
It is expected that Company Secretaries of Publicly Quoted Companies will be professionally qualified through ICSA, one of the Chartered Professional Bodies in the Accountancy Profession or have appropriate training and experience through another body. In India, the Institute of Company Secretaries of India (ICSI) regulates the profession of Company secretaries. ICSI is a statutory professional body which has more than 29,010 associate members. Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors. Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).
Many corporate secretaries of North American public companies are lawyers and some serve as their corporation’s general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice. In India every company having a paid up share capital of Rs. 50 million (5 crores) or more is required to appoint a qualified person as Company Secretary. A company having not less than Rs. one million (10 lacs) paid up capital and not required to appoint a full-time company Secretary should file a compliance certificate signed by a practising Company Secretary with the Registrar of Companies.
Section 383A of the Companies Act, 1956 provides for the mandatory appointment of a whole time secretary where the paid up capital of the Company exceeds Rs. 50 million (5 crores). If the capital is less than Rs. 50 million (5 crores), the company is required to obtain a secretarial compliance certificate and attach the same to the Directors’ Report and file it with the Registrar of Companies. Statutory declarations of compliance under various other provisions of the Companies Act, 1956 are also to be certified by practicing company secretaries. Under the MCA 21 e filing regime several forms (including some, exclusively) are required to be pre-certified by practicing company secretaries.
The MCA 21 regime has ushered in a dramatic change in the role and profile of the profession, particularly, the practicing side. The annual returns of companies listed on recognized stock exchanges are to be signed by a practising company secretary. Further, the Securities and Exchange Board of India (SEBI) also recognizes the Company Secretary as the Compliance Officer and the practicing company secretary to issue various certificates under its Regulations. Further, the practicing Company Secretaries are also authorized to certify compliance of conditions of corporate governance in case of listed companies. The Reserve Bank of India also authorizes company secretaries to issue various certificates.
The Institute of Company Secretaries of India is the premier professional body to develop and regulate the profession of Company Secretaries in India. It was set up by an Act of Parliament in 1980. When the Companies Bill, 2011 will be passed by the parliament and becomes an Act, the National Company Law Tribunal (NCLT) will be given powers of a court and all matters relating to Company Law would be heard before it instead of High Court. A Company Secretary would be eligible to appear before NCLT. This will open more opportunities for a Company Secretary. What Does a Corporate Secretary Do? So just what does a Corporate Secretary* do, anyway?
A good question, but difficult to answer! While the basic duties of the Corporate Secretary can be outlined easily, the position’s overall responsibilities–and the fit of the role within senior management–vary and are more difficult to explain. A “Corporate Secretary” is required by state corporation laws for every corporation; he or she is, at the most basic level, the individual who keeps the official records and minutes of the corporation. Corporate by-laws set forth the powers and duties of the Corporate Secretary and other corporate officers. One may think that the Corporate Secretary is merely a combination of scrivener and custodian, but this is not the case in practice.
The Corporate Secretary in today’s world is a senior corporate officer with wide-ranging responsibilities, who serves as a focal point for communication with and between the board of directors, senior management and the company’s shareholders, and who has a key role in the administration of the Board and critical corporate matters. The Corporate Secretary is often a confidante and counselor to the Chief Executive Officer, members of the Board, and other members of senior management, especially on corporate governance matters. A key responsibility for the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law.
A Corporate Secretary also is responsible for ensuring that the records of the Board’s actions reflect the proper exercise of those fiduciary duties. Some Corporate Secretaries who are lawyers handle this function themselves; others partner with the General Counsel and/or outside counsel. The function ranges from making sure new directors have training in the applicable state law duties and the business of the company, to ensuring that management follows the proper steps for major corporate actions such as share issuances, the declaration of dividends, and mergers, acquisitions, or dispositions of corporate assets. A Corporate Secretary also provides advice on corporate governance ssues, particularly related to the re-election of directors and other shareholder action taken at Annual Meetings. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. The Corporate Secretary is usually responsible for a company’s Corporate Governance Principles or Guidelines. In some companies, the role of the Secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer or Corporate Governance Officer added to their existing title. Most Corporate Secretaries are responsible for the following : (More details are available by clicking on some of these topics. ) 1. Board and Committee Meetings
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