What Are The Roles And Duties Of A Company Secretary?

Broadly speaking, a company secretary (or ‘co sec’ as they are colloquially called) is someone who usually assists the company in observing corporate governance, corporate planning, and strategy development of the company. Once you get to know one, you will realize that a company secretary does more than just that.

While you might think that (assuming you have a company) it is not necessary to hire a company secretary because you think that you can actually do what a company secretary does on your own (and it is one less mouth to feed), the law actually makes it compulsory for companies to appoint a company secretary to assist you in the running of a company.

Why is that the case? What do they actually do?

Roles and duties of a company secretary

First and foremost, to ensure that a company operates in compliance with the relevant laws and regulations concerning, a company secretary amongst others, is responsible for the:

1. Proper management of secretarial and corporate records;
2. Compliance with legal, regulatory and listing requirements;
3. The administration of property administration and employee benefits;
4. Corporate conduct and governance mechanisms.

Not only that, but a company secretary also needs to actively participate in developing and implementing internal regulations for the company to ensure the company adheres to good corporate governance.

Secondly, a company secretary acts as the directors’ right-hand man in almost all areas of the running of the company. In this regard, a company secretary:

1. Must give impartial advice to the directors, in the best interest of the company. This usually plays out in situations where there is a conflict of interest between the company interest and the director’s interest;
2. Ensure that the directors are provided with the most relevant and up-to-date information on everything to ensure the decisions the directors made are for the betterment of the company; and
3. Has a duty to ensure that new directors receive proper induction and training to properly perform their duties.

In certain cases, a company secretary is also expected to advise the directors on legal matters about the company and corporate governance. This usually applies when a company secretary is previously a legal practitioner who has experience in corporate governance and the relevant governing laws thereof. 

Third, a company secretary also owes a duty towards its shareholders, such as:

1. Ensuring that the dividends, transfer, and allotment of shares of the shareholders are done promptly and complies with the Act;
2. Prepare a proper company annual report for the shareholders to ensure that they can make informed decisions during shareholders’ meetings; and
3. Ensure that potential investors/ shareholders are given the proper and relevant information of the company, as this could draw them in for the company’s benefit.

Last but not least, a company secretary has to:

1. Prepare the minutes of meetings and also follows up on any decision made during the meeting as instructed, extracts resolutions that are taken at in meetings, prepare and certify the minutes;
2. Record the financial year-end and keep the company informed about the date for the financial year-end of the company;
3. Appoints auditor;
4. Maintain records of the declaration of beneficial ownership; and
5. Ensure the directors/ shareholders are who they say they are. 

So if you think being a company secretary is a walk in the part, think again- while we may think that a company secretary’s job is purely clerical or secretarial, in reality, a company secretary is more than that, and hopefully the article above will give you a brief insight on what they do.