The information in this guide is intended for introductory general summary of the topics covered. It does not purport to be exhaustive or legal advice and should not be used as a substitute for such advice. The Companies Act 2014 came into force on 1 June 2015 and retains the requirement of a company secretary, unlike UK law which removed this requirement for private companies in 2006. Maintaining this requirement demonstrates the importance of the role of the secretary of the corporation in the eyes of the legislator and, in fact, the proposals go further by assigning to the board of directors the responsibility of ensuring that the secretary has the knowledge and experience necessary to perform the duties of secretary of the corporation and to keep records in accordance with the law. In addition, the secretary of the corporation must sign a declaration confirming the existence of his functions at the time of his appointment. In particular, in the event of the liquidation of a company, the court may award damages to any officer (including the secretary of the company) for misconduct or misappropriation of funds on his part. The secretary is authorized to enter into contracts for the day-to-day management of the enterprise. If the secretary enters into contracts within his apparent or apparent powers, his actions are binding on the corporation, even if he did not have the power to act. Assistance to the President The Secretary General has the duty to advise the Board of Directors through the President on all matters of governance. Together, they should regularly review whether the board and other governance processes of the corporation are fit for purpose and consider improvements or initiatives that could strengthen corporate governance.
The relationship between the secretary of the corporation and the president is essential to the creation of an effective board of directors. As of 8 April 2008, a private company in the United Kingdom is no longer required by law to have a corporate secretary, unless otherwise provided in the company`s articles of association. [5] If a private corporation does not have a corporate secretary, the secretarial duties and responsibilities of the corporation are the responsibility of the directors of the corporation. With the increase in the number of social enterprises and not-for-profit enterprises, there is often a demand for a corporate secretary in the non-profit and municipal sectors, as well as for ordinary private commercial enterprises. A public limited company in the UK must always have an officially appointed company secretary. [6] In the UK, the Secretary-General may be qualified on the basis of an examination and membership in the Chartered Governance Institute (CGI), the main qualification specific to company secretaries. CGI is the institution dedicated to the promotion and recognition of professional administration, based on a combination of university-level education, carefully vetted experience and sponsorship by two individuals of professional status. Only such a qualified person shall be entitled to be appointed as an approved secretary or secretary of an approved company. Established in 1930, the Faculty of Secretaries and Directors is the second largest body of corporate secretaries in the UK and today has a strong focus on equality and governance and its members are referred to as `company secretaries` or `certified public secretaries`. Corporate secretaries of publicly traded companies are expected to have the professional qualifications of CGI, one of the accredited professional associations of the accounting profession, or to have appropriate training and experience through another organization.
The exact responsibilities of the company secretary depend on the size and nature of the business and there is no legal definition of what they are, but it usually includes some or all of the following:[7] In Sri Lanka, the Companies Act, No. 07 of 2007 requires every registered company to have a company secretary. A Corporate Secretary must be registered with the Department of the Registrar of Companies to serve as Corporate Secretary. suitable for the function of secretary; Fiduciary Duties: Under the common law, a secretary, as an officer of the Corporation, has a duty to act in good faith in the best interests of the Corporation. This introduces tariffs to avoid acting in case of conflict of interest or to make secret profits. Failure to comply with these obligations may result in the secretary being required to pay damages to the corporation. Liability insurance and corporate compensation A company secretary is a senior position in a private sector company or public sector organization. Also known as Chief Compliance Officer, this is one of the positions that is part of a company`s key management (which typically includes the CEO and CFO). In large publicly traded U.S. and Canadian companies, a corporate secretary is usually appointed corporate secretary.
A Corporate Secretary is responsible for the effective management of a company, including compliance with legal and regulatory requirements and the implementation of Board resolutions. [1] A company is required to keep certain books and records, including the following: In India, the Institute of Company Secretaries of India (ICSI)[4] regulates the profession of corporate secretary. ICSI is a statutory professional association with over 50,000 associate members. Duties of the secretary of the corporation and consequences of a breach The authority of a secretary of the corporation to act alone on behalf of the corporation when entering into contracts and obligations depends on several factors, but the secretary must generally have been authorized to do so by the directors. The secretary of the company must know the exact information required in each register and ensure that it is fully up to date. Otherwise, the secretary risks a fine. However, this may not be the only consequence. In particular, failure to update the list of members can have catastrophic consequences, since a shareholder`s voting and other share rights generally arise only when that shareholder`s name is entered as a member in the register. Given the important role that the Secretary General plays in business, PLCs and large companies require that the Secretary General be properly trained, experienced and professionally qualified for these tasks. There is no comprehensive code defining the duties of a corporate secretary.
Their tasks are regulated partly by law and partly by ordinary law. If the company secretary is also an employee, he may have additional duties and responsibilities arising from his employment contract. In general, the duties of a company secretary under the Companies Act 2006 are administrative rather than administrative in nature (these duties would be the responsibility of the directors).