Introduction

Being the secretary of the company, please mentioned that despite the name as secretary the role is not a clerk one in the usual sense. Duty of this role is to ensure that an organization complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities and if authorize by the board of director he may act as representative for legal documents, and it is his responsibility to ensure that the company and directors operate within the law. In addition, he also responsible for the 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. The role of secretary of company important as being substantial organ of the firm from his responsibility covering any legal compliance event such as file reports and taxes, and to maintain proper ledgers, any failures on this duty can leave the company vulnerable to fines, to being struck off the register and possibly even lose its limited liability status. In the past, many foreign courts judged for limiting duty and liability of the secretary of company which courts considered this role quiet similar to clerk of the company. The problem arose from this view was if the secretary had engaged into pecuniary transaction of the company without the authority from board of director, who would be liable in this circumstance company or secretary himself, as we know that without given authorized secretary must be liable by his own and this courts view limited the secretary power made the outsider less interested to made directed legal binding to secretary. However, the turn point of the courts view appeared in case Panorama Developments Ltd. V. Fidelis Furnishing Fabrics Ltd., which the courts view affected in general duty and contractual approach of secretary of company because the acceptance for the role of secretary as Chief Administrative Officer show that court recognized in the development of this role.

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Role
In recently years, secretary of company is significant part to driven the board of director and the firm to executive in good governance ways therefore the respective is that the proper in qualification of secretary would be benefit for the firm because directors of company must be guide and advice to find the solution of how to follows the regulations. In UK and US, their principle for the Secretary of the company quiet similar as being the Chief Administrator and the Chief Compliance, even some differences in regulation but the essence of the duty likely among nations as the role for support creating company Good Governance. Following are the general duty which takes into the account of secretary of company in many countries. Arrange for the meeting of Board of Directors, Directors committee, Share Holder and General meeting of the company, by compliance with any relating laws and regulation Announce the result of voting or policy of Board of Director or Share Holders to any relating executive person Consultant and advised to Board of Directors for the fundamental of any relating regulations for corporate governance. Handle to the corporate secretary organ as being the Center of Records for the company such as Article of Association, Shareholder Regulation and any permission documents. Take account for disclosed any information or records of communication for the responsible relating organs which must be comply to any law and provision required for such matters. Contact and communicated to general Share Holder to notify concerning right and news of the firm Advised and Guidance the new appointed director of the company In case of given authority, the secretary may act as the Chief officer himself which have duty and power to manage in the operation as the officer.

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Company Secretary in Country In UK

The recent act of UK, The Companies Act 2006, had imposed related to the Secretary of Company about the qualification for the Public Company, however, in part of the duty it was not provided obviously on this role. A private company is not required to have a company secretary (unless its articles of association explicitly require the company to have a secretary) even in the amendment in The Companies Act 2006, the rules to allow private limited companies to exist with just one director so long as the company's articles did not expressly require a secretary. However, for a public company it is required to appoint a company secretary. The appointment or termination of the appointment of a company secretary must be notified to Companies House on prescribed forms. Qualification The company secretary of a private limited company needs no formal qualifications. It is up to the directors to ensure that a person has appropriate knowledge and experience to act as a secretary of the company. The company secretary of a public company must satisfy one or more of the following requirements:

Be a member of any of the Institute of Chartered Accountants in England and Wales, or the Institute of Chartered Accountants of Scotland, or Association of Chartered Certified Accountants, or the Institute of Chartered Accountants in Ireland, or the Institute of Chartered Secretaries and Administrators, or the Chartered Institute of Management Accountants, or the Chartered Institute of Public Finance and Accountancy. Have held the office of company secretary of a public company for at least 3 out of the 5 years immediately before their appointment as a secretary. Be a barrister, advocate or solicitor called or admitted in any part of the UK. Be a person who appears to the directors to be capable of carrying out the functions of company secretary, because that person holds, or has held a similar position in another body or is or was a member of another body.

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Role In UK
In UK, A company secretary is the chief administrative officer of the company, responsible along with the directors for certain tasks under the Companies Act. You have power to enter into certain contracts on the companys behalf, and may also have additional duties defined in your contract of employment. In many smaller private companies, the company secretary is also a director. The company secretary may delegate work to a third party, but remains responsible and must check and sign paperwork. Must responsible for establishing and maintaining the companys registered office as the address for any formal communications. Shareholders (and others) have the right to inspect various registers maintained by the company at the registered office or other convenient locations As company secretary, he is responsible for ensure that all the companys business carries its name, registered number, country of registration and registered address. These details must also appear on your company website, emails and order forms. responsible for informing Companies House of any significant changes in the companys share capital or administration. normally take responsibility for the meetings of the directors and shareholders, and for ensuring that the proceedings are properly recorded. must arrange board meeting, if any director asks for one. annual general meetings are no longer obligatory for most private companies, although they must hold an AGM if the company has traded shares, if a director asks for one or if 5 per cent of members request one. If there is to be one director on their duties, and to ensure that they comply with corporate legislation and the Articles of Association of the company. might be asked to ensure compliance with other legislation, including data protection and health and safety. May be act as a signatory on behalf of the board. For example, to sign leases or, more generally, on the bank account and statutory documents. In some case, he may take responsibility for arranging adequate insurance to protect the company and the directors.
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The Company Secretary frequently involved in negotiations with outside advisers, including accountants and lawyers. People dealing with the company are entitled to assume the secretary has authority to agree contracts on behalf of the company, for example, to buy office equipment. Despite this, make sure that you do not exceed the actual authority given to you, when asked to agree a contract on your companys behalf.

Liability
In practice, it is the qualified company secretaries employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary employed by a small private company is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing. As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.

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India
The essence of this role had confirmed by the enforcement of The Company Secretaries Act 1980 which, can seen from its name, provided directly to the responsibility and duties of this organ. As the solely law on this subject, the researcher can use this act to find out any perception details as the precedent concept of this professional. In additional, this code required to settle up the ICSI, Institute of Company Secretary of India, as a premier national professional body, its functions under the administrative control of Ministry of Corporate Affairs, Government of India and has been set up to develop and regulate the profession of Company Secretaries Qualification Any Company Secretary in India must be obtained the certificate of practice from the Council of the Institute of Company Secretaries of India and also required the registration. Indeed, not any person can takes this role, there is condition of disabilities to this profession in India, as - not attained the age of twenty-one years. -unsound mind and stands so adjudged by a competent court - is an undischarged insolventor being a discharged insolvent, has not obtained from the court a certificate stating that his insolvency was caused by misfortune without any misconduct on his part. - has been convicted by a competent court whether within or without India , of an offence involving moral turpitude and punishable with imprisonment or of an offence, not of a technical nature, committed by him in his professional capacity unless in respect of the offence committed he has either been granted a pardon or, on an application made by him in this behalf, the Central Government has, by an order in writing, removed the disability.

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Duty of Profession
Yet, similar to the other countries, In India the role duty of company Secretary can be subjected to these follows function Corporate Governance Services Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made .

Corporate Secretarial Services

Promotion, formation and incorporation of companies and matters related therewith Filing, registering any document including forms, returns and applications by and on behalf of the company as an authorized representative. Maintenance of secretarial records, statutory books and registers. Arranging board/general meetings and preparing minutes thereof. All work relating to shares and their transfer and transmission. Takeover Code and Insider Trading Ensuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regard. Acting as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider Trading) Regulations, 1992 including maintenance of various documents.

Taxation Services

Advisory services to companies on tax management and tax planning under Income Tax, Excise and Customs Laws. Preparing/reviewing various returns and reports required for compliance with a the tax laws and regulations. Representing companies and other persons before the tax authorities and tribunals.

Strategic Management

Advising on Legal Structure of the organization, overseeing the Business policy strategy and planning for the formulation of the organizational structure. Acting as management representative to obtain ISO Certification

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Corporate Communications and Public Relations

Communication with shareholders, stakeholders, Government and Regulators, Authorities, etc. Advisory services for Brand equity and image building.

Human Resources Management

Manpower planning and development Audit of the HR function Performance appraisal Motivation and remuneration strategies Industrial relations Office management, work studies and performance standards Advising on industrial and labour laws

Information Technology

Compliance with cyber laws Conducting Board Meetings through video-conferencing and teleconferencing Advising on software copyright and licensing Development of management reports and controls Maintenance of statutory records in electronic form Sending notices to shareholders by electronic mode Filing of forms/documents in electronic form with Registrar of Companies and other statutory authorities.

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In US
The US does not have regulation or any code as such in UK, does not have any legally required qualifications for the duties of the type performed by a Corporate Secretary. However, the basics of business are obviously of value which may effects to the qualification of the Corporate Secretary of each firm, the US companies are likely not to consider the Secretary of Companys qualification of much more value than a Bachelor's degree in Business. Mostly, the beneficial person who had studied on the way of carry on the business as further education such as an MBA, may had offered a substantial appreciation in his value to the business world in the US. The subjected of performance this role in US, normally as the practical responsible for responsible for organized board meetings and any general meetings (this include the Annual General Meeting if the company has one). The companys articles of association will set out the formal requirements for organized both types of meetings but the company secretary will be responsible for complying with the notice requirements, taking minutes and dealing with any consequential filings or updating of the records. Among public companies in US, providing advice on corporate governance issues is increasing important on the role for corporate secretaries. Many shareholders, particular investors, had been recognized the corporate secretary performance as essential for corporate governance to the board. The Secretary of the company would encourage the 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 as formal to the title of the Chief Governance Officer added to their existing title.

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In Thai
As you may recognized from previous chapter on the duties and qualification of the Company Secretary which directions of this role quiet similar. From the view to carry on the business, the necessary to good governance and reached the international standards, the recent amendment in 2008 of the Thai Securities Exchange Acts require that every public company must appointed the appropriate person to becomes this role. Even Thai law adopted only the basic term and provided not to extent the duties of Company Secretary but actually this seem to be the evidence of the uprising target, the good governance of the company. However this regulation forcing on the public company but similar to UK, it not cover to the private company. In Thailand, most Executives or Chief Executives sit in the chair by his status as the owner for the family tribunal business, not as fashionable as a trend in US hiring Professional CEO handled in the empire, especially a Private Company. Not that much but a little count on the number of Public Company, in practical, not every Director or CEO can be able to sustain as compliance to the law. Therefore, this field allows performance of Company Secretary to play his role. Being Company Secretary in Thai he must follows the regulation of SET Acts of Thailand as, In Section 89/15 the public company, the Listed company must provide to have company secretary who responsible for; SECTION 89/14 A director and an executive shall file with the company a report on his interest or a related persons interest in relation to management of the company or the subsidiary in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board. SECTION 89/15 The board of directors shall appoint a company secretary responsible for the following matters on behalf of the company or the board of directors: (1) preparing and keeping the following documents: (a) a register of directors; (b) a notice calling director meeting, a minute of meeting of the board of directors and an annual report of the company; (c) a notice calling shareholder meeting and a minute of shareholders meeting;

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(2) keeping a report on interest filed by a director or an executive; 15(3) performing any other acts as specified in the notification of the Capital Market Supervisory Board. In cases where the company secretary vacates his position or is incapable of performing his duty, the board of directors shall appoint a new company secretary within ninety days from the date on which the company secretary has vacated his position or has been incapable of performing his duty; in this regard, the board of directors shall be empowered to assign any director to perform the duty as the substitutes during such period. The Chairman shall notify the Office of the name of company secretary within fourteen days from the date on which a person in charge of such position has been appointed and shall notify the Office of the place where the documents under (1) and (2) of the first paragraph are kept. SECTION 89/16 A company secretary shall submit a copy of report on interest under Section 89/14 to the Chairman and the Chairman of audit committee within seven business days from the date on which the company has received such report. To exercise duty in Section 89/15 the Company Secretary must follows the Board Resolution or Share Holder Meeting opinion or any regulations related to Ensuring he has performed this duty lawfully, he had obligated to takes Duty of Care and Duty of Honestly. To proof this duty had done correctly there is the precedent that he must proved that he had performed with the following elements at the time he made the decision also with responsible and care -the decision had made by the truly believe with honestly and reasonable for the purpose to gain most benefits in favor of the company. -his decision considered base on the sufficient faithful of substance information -it had made without conflict of interest whether directly or not. For Proof that he done with Duty of Honestly he would be test that -There was the suitable and rightfulness in the prospect In case that company Secretary failed to performed such duties and he received some benefits from that behavior, company can claims for such amount back.

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Prospective on this role

Being the Company Secretary in Thai, actually take a little on the legal risk if he not also sit as the director. Nevertheless, if we compare the company as the client and makes this relations goes further than ordinary employment, on this view the company secretary would be served his firm as the guardian. The amendment of regulation in SET Acts 2007 law of Thailand, provided additional duties for the Director and Executives which before the time they takes a little responsible. Now, they must liable to any Shareholder, third party or anyone who have interest, on behalf of the List Company and of the subcompany(which not in SET).The evidences used in claiming for such liability involved to the duties of Company Secretary such as Minutes of the Meeting, of the Shareholder or Board of Director Meeting. The Following topic contains some practical techniques related to the Duty of Company Secretary

Minutes of Meeting To make the legal Minutes its must be signed by the President of Meeting approved it as legally minutes even it was not permitted from the next Meeting ,in the eye of law, it can be used as evidence unless revoked by the court. In common law, there was customary ensuring the correctness minutes by approval of minutes from the later meeting. However, the other persons still force to revoked that minutes but this effects as the estoppels to person who signed. Voting in Board of Director The Meeting of Board of director require to record the details in more serious and sensible than the meeting of Shareholder, especially in Thai the cultural procedure of having represent decision of the Board fashionable by the use of consensus more than voting. In general practical, the president of the meeting will ask the accompany to any one resist the vote or not, if no one resisted it would recorded as consensus incurred. In the case of non-voting, it must be questionable that in circumstance which not the conflict of interest the director have the right to non-voting or not. Actually, the director represented for shareholder, so if he act to non-voting it would be difficult to explained to shareholder that why his performance not comply with the duty of care and duty of honestly, if such circumstance occurred the shareholder may have right to claims for non-performing act.
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Decision of the Board of Director Under the new regulations, the decision made by director must based on the safe harbor principle, as the performance of care or the fiduciary duty ;as -decision made with loyalty and reasonable that it would be the best for the firm -based on the sufficient information -no conflict of interest To considered that director who made decision obtained and decided based on sufficient information or not, it would considered from -His position in that company -Boundary of liability of such person provide by the laws or assigned by BOD -Qualification, Educations, Experienced of such person If appeared in the Minutes that decision made by any person or the consent of BOD affected to the loss or any defect to carry on business, person who have benefit of interest can claim from the director or BOD in case.

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References
Books -The rise of the Modern Firm, edited by Geoffrey Jones and Walter A. Friedman - The role of Company Secretary: A practical Guide, by Paul C.Monsted, Geoff S. Garside, Sydney;Prentice, Hall 1991. - The practical company secretary, by Redd,A. , London, Isac Pitman 1951 -ICSA Guidance on Corporate Governance Role of the Company Secretary - , Internet
http://main.governanceprofessionals.org http://www.cscs.org http://www.icsaglobal.com/ http://www.legislation.gov.uk http://www.set.or.th/ http://www.sec.or.th/ http://www.thai-iod.com

Acts
The Company Secretaries Act, 1980, India The Companies Act, 2006,UK The Securities Exchange Act 1992, Thailand

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