Rights and role of company secretary under companies act. The precise scope of the duties of a company secretary vary depending on how the company organises itself and the type of company it is the company secretary of a plc will have many more duties than the company secretary of a private company however set out below are some of the more common responsibilities. The role of a company secretary in the implementation of sound corporate governance first came to the fore with the enactment of the 1968 act. The company secretarys role on the organizational board intrigues me because of its analogous forms in. In general, the company secretary is responsible for many of the compliance and governancerelated administrative tasks of the board and organisation. Holistic corporate governance that fosters growth and innovation. English law requires public companies to have a company. The essential role of the corporate secretary to enhance. Corporate governance deals with determining ways to take effective strategic decisions and developed added value to the stakeholder. In many ways, the secretary is now seen as the guardian of the companys proper compliance with both the law and best practice. Corporate governance functions primarily manage three stakeholder relationships in a public company. Corporate governance, the buzzword in todays business environment is a combination of legal practices, ethics, best management practices, wealth creation management and foresight.
Role of the company secretary duties of directors director tools the corporate collapses of the late 1990s and early 2000s resulted in an increased shareholder focus on corporate governance and transparency. The responsibilities of a corporate secretary or board liaison are both specific and varied. One board role, more than any other, has historically required more duties, and more varied responsibilities, than any other role within corporate governance. Sanjeev kumar singh, asst professor, mba department, vviet, mysuru. A, in business law from nujs, kolkata discusses the role of company secretary in good corporate governance. Whistle blowing an important aspect of corporate governance. Corporate governance for the 21st century 1996 at xvii.
The company secretary, his involvement in ipo projects and. Board and committee processes the company secretary plays a leading role in good governance by helping the board and its committees function effectively and in accordance with their terms of reference and best practice. If youd like to know more about good governance, and how your organisation can do it better. Company secretary is the key person, who implements all these in an encouraging environment. Based on ifcs publication, corporate secretaries toolkit, this publication provides a portfolio of modules that cover topics of interest and value to those carrying out the role of corporate secretary and to the companies and organizations they serve. The role of the company secretary the company secretary is responsible for advising the board through the chairman on all corporate governance matters. The responsibilities of the company secretary are different from those of the honorary secretary and are to ensure that relevant rules and regulations. However, the law still has little to say regarding the role of the company secretary.
They should be customized according to the company s bylaws and needs. In type c organisations the governance dimension of the company secretary s role takes on increasing importance as the organisation is likely to come under closer scrutiny from its key stakeholders as to how it is run, in particular, funders. Company secretaries hong kong the company secretary has an important role in promoting good corporate governance. Introduction corporate governance is the system of rules, practices and processes by which a company is directed and controlled. Understanding the role of company secretary in ensuring good. If youd like to know more about good governance, and how your organisation can do it better, call our lead governance adviser amanda boland for a meet n greet. They are integral to the companys corporate governance as the glue behind effective decisionmaking and advancing priorities. Chief executive, the institute of chartered secretaries. The role of the company secretary institute of directors iod. Com 6th semester company secretary the word secretary is derived from the latin word secretarius meaning confidential officer. With the increasing focus in recent years on corporate governance, the role of the company secretary has grown in importance. The term company secretary is commonly used in the united kingdom and. To this end, the role of the company secretary shall comprise the following key responsibilities.
It also requires the organisation to adopt more formal corporate governance practices and policies so as to provide assurances to stakeholders that it is a properly. According to the july 2018 uk corporate governance code, all directors should have access to the advice of the company. In this project, i have employed a deductive methodology approach, since i have formed a particular conclusion from the study of the topic the role of a company secretary in good corporate governance. Holistic corporate governance that fosters growth and innovation find out more. Mar 02, 2016 the responsibilities of a corporate secretary or board liaison are both specific and varied. This article provides an introduction to corporate governance and some of the basic concepts that underpin it, and explains the roles of the board, the different types of company director and standing committees. If possible, it makes sense to have these two roles tied together. Corporate governance involves a set of relationships between a companys management, its board, its shareholders and other stakeholders. The company secretary, his involvement in ipo projects and his role in corporate governance every company incorporated in hong kong must have a company secretary s.
Some could say that this focus has emphasized the company secretarys role in assisting with and supporting the governing and. Major roles of company secretary according to companies act, 20. The relationship between the company secretary and the chairman is central to creating an efficient board. The nature of a company and formation of a company. The role of company secretaries has become heightened as developments in financial and economic markets globally have propelled the attention of all stakeholders in companies in the concept of corporate governance. By the same token in the business world the person tasked to monitor other senior executives so that they toe the line in terms of corporate governance and compliance is the company secretary. Corporate governance also provides the structure through which the objectives of the. Listed companies are required under the financial conduct authoritys fca listing rules and disclosure and transparency rules either to comply with the.
In discharging their duties, company secretaries should consider the following as an outline of. Between management and the parts of institutional shareholders that manage the voting, as opp. The company secretary in the uk and their role in upholding. To develop skills of high order so as to provide thorough knowledge and insight into the corporate. 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. Whilst the word secretary might conjure up images of answering phones and managing appointments, a company secretarys role is quite different.
Corporate secretary roles and responsibilities boardeffect. What was once traditionally viewed as an administrative role is now expanding in some. A public company must have at least two directors, a private company at least one. We will be making a separate submission on the detailed recommendations contained in the report of your committee at a later date. We generally welcome the recommendations contained in the. Role of company secretary in promoting good corporate. Company secretary roles, duties and responsibilities. Jul 12, 2017 the evolving role of the company secretary in todays corporate world written by nick price one board role, more than any other, has historically required more duties, and more varied responsibilities, than any other role within corporate governance. That is the role of the company secretarya person whom every board member values. Icsa the corporate governance role of the company secretary.
Much of the governance work described in this study text will be done by the company secretary. Example company secretary role description any voluntary organisation or community group which is a company limited by guarantee i. The corporate secretary is the guardian of the companys reputation, playing a pivotal role in. The combined code on corporate governance gives them a key governance role. In general, the company secretary is responsible for many of the compliance and governance related administrative tasks of the board and organisation. The evolving role of the company secretary in todays corporate world. Hence, it increases the role of the company secretary in the organization. In type c organisations the governance dimension of the company secretarys role takes on increasing importance as the organisation is likely to come under closer scrutiny from its key stakeholders as to how it is run, in particular, funders. Corporate governance quarterly 27 corporate secretary to and comprehend, cheng recommends. Secondly, to provide guidance to the directors about their duties.
The role of the company secretary in corporate governance. On one of my boards, our company secretary also operates as our board assistant. The company secretary is responsible for advising the board through the chairman on all corporate governance matters. Too often the board is presented with overlytechnical reports, which are very difficult to decipher without a technical background. The person named as company secretary in the incorporation form filed with the registrar of companies becomes the first company secretary of the company with effect from. Feb 23, 2014 this project provides a conceptual discourse into the functions and role of the company secretary in corporate governance in nigeria espoused within the matrix theory of corporate governance which surveys the complex and paradoxical intersect of corporate governance matrix elements.
They should be customized according to the companys bylaws and needs. Part i elaborates on the conceptual and legal framework of corporate governance and the role of board of directors. The corporate collapses of the late 1990s and early 2000s resulted in an increased shareholder focus on corporate governance and transparency. Example company secretary role description good governance. Guidance on the role of the company secretary governance code. The role ofthe company secretaryin corporate governance. How has the role of the company secretary, although an internal corporate officer, evolved with investorled.
The corporate governance debate and the role of directorsduties 3 4 d d prentice, some aspects of the corporate governance debate in d d prentice and p r j holland eds, contemporary issues in corporate governance1993 at 25. As the importance of effective corporate governance continues to be critical in todays environment, not least due to the global financial crisis, there has been increased focus on the role of the company secretary in ireland. Commonsense principles of corporate governance 1 the following is a series of corporate governance principles for public companies, their board of directors and their shareholders. The corporate secretary should have an indepth understanding of the total governance process and legal principles and should use that information in communicating with board members. A company secretary is considered an officer of the company, and shares many legal duties with the company directors, as well as some special ones accorded to them personally. Regardless of the titleboard secretariat, corporate secretary, company secretary, board secretary, or corporate governance professionalthe canadian society of corporate secretaries is the leading resource for the modern and effective corporate secretary. I thought of sharing my article whistle blowing an important aspect of corporate governance and role of company secretary as effective whistle blower published in the institute of company secretaries of india 40 th national convention of company secretaries, 2012 souvenir. The role ofthe company secretaryin corporate governance please find enclosed our submission on the role of the company secretary in corporate governance. The importance of the company secretarys role has increased over the years and now generally includes administering the affairs of the company and managing the business of the board. Corporate governance of banks in eurasia mr roger dickinson, chief executive, the institute of chartered secretaries and administrators role of company secretary in bank governance london, united kingdom 30 april 2008 the views expressed in this paper are those of the author and do not necessarily represent the opinions of the oecd. What is the role of a company secretary in good corporate governance. Firstly, to assist the board in the conduct of the affairs of the company.
The code operates on the principle of comply or explain. The role of company secretary get on board australia. The company secretary is responsible for a complex mix of administration duties and plays a key advisory role to the board and senior management hardman, 2009. The directors of a company, collectively known as the board of directors, usually. Corporate governance guide pullout i guidance on board leadership and effectiveness 37 4 section 238 of the companies act 2016 states that the company secretary will be disqualified if he is an undischarged bankrupt. The role and duties of directors chartered institute of. Director a person appointed to carry out the daytoday management of a company. By the same token in the business world the person tasked to monitor other senior executives so that they toe the line in terms of corporate governance and compliance is. The company secretary within the corporate governance framework. Is the role of company secretary fit for the future.
Corporate governance is the interaction between various participants shareholder, board of director and company management in shaping corporations performance and the way it is proceeding towards. Some could say that this focus has emphasized the company secretary s role in assisting with and supporting the governing and. Corporate governance community corporate governance community newsletter. The chairman and the board will look to the company secretary for guidance on what their responsibilities are under the rules and regulations to which they. The governance professional handbook is based on ifcs publication, corporate secretaries toolkit, which provides a portfolio of modules that cover topics of interest and value to those carrying out the role of corporate secretary and to the companies and organizations they serve. An evaluation of the role of the company secretary in. In conclusion, there can be little doubt that the role of the company secretary especially in larger companies is evolving beyond the administrative, and is increasingly becoming more strategic and compliancefocussed. The company secretary can help boards to understand technology. The role of a company secretary in nigeria lpc solicitors. Chief executive, the institute of chartered secretaries and. Corporate secretaries have an important role to play as governance professionals. The company constitution and the australian corporations act 2001 act no. These principles are intended to provide a basic framework for sound, longtermoriented governance.
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