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Secretary is one who is assigned with secrets. This is more important in the case of a
Company Secretary who is entrusted with classified matters of the Board on the one
hand, and with shareholders rights and interests on the other. Speaking truly, Company
Secretary is the overseer of all corporate affairs- statutory and administrative.
According to Companies Act, 1994 a Company Secretary means “any individual
possessing the prescribed qualifications appointed to perform the duties which may be
performed by a Secretary under the Companies Act and any other ministerial and
administrative duties”.
From the above definition it is clear that a Company Secretary is one who is an
individual or a person with prescribed qualifications. It is assumed that the person
appointed to this position (Company Secretary) should have the requisite knowledge and
experience to carry out the duties of a Company Secretary of a public company.
The Company Secretary’s role and duties are mostly constituted by the Companies Act.
That is why this position is also called the constitutional position. Globally the Company
law of most of the commonwealth countries makes it mandatory to appoint a Company
Secretary for the public Companies with objectives to ensure that the Board and the
Directors fulfill their statutory requirements and to meet the demanding standards of
corporate governance in companies.
London Stock Exchange is recognized the Company Secretary is an officer with a central
role in the governance and administration of Company affairs. Principles of Good
governance and Code of Best practices (the combined code) U.K. mentioned that-
“all directors should have access to the advice and services of the Company
Secretary, who is responsible to the board for ensuring that Board procedures are
followed and that applicable rules and regulations are complied with,. Any question
of the removal of the Company Secretary should be a matter for the board as a
whole”.
If we review the above, it is also clear that the Company Secretary plays an important
role in corporate management. The Company Secretary has a wide ranging responsibility
as a Senior Corporate Executive serving on the focal point for the communications with
Board, the Company and the Stakeholders. The Company Secretary also plays a key role
in the administration of important counsellors to the Board of Directors, CEO and
Management team.
Broadly the Company Secretary’s role can be divided into three major areas:
(1) For the Board of Directors
(2) For the Company
(3) For the stakeholders.
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Role towards the Board of Directors:
-To advise and assist the Board members/Directors with respect to their duties and
responsibilities as Directors and compliance with their obligations under the Companies
Act 1994, Securities and Exchange Commissions Rules, Listing Rules and Issues on
Corporate Governance.
-To act as a channel of communication and information to executive and non-executive
Directors.
Role towards the Company:
-To ensure that the Board decisions are properly executed and communicated by assisting
in the implementation of corporate strategies and policies.
-To ensure proper compliance with all relevant statutory and regulatory requirements.
Roles towards the Stakeholders:
-To make adequate communications with the stakeholders of the company with the
objective to ensure due regards and returns are paid to their interests.
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11. CDBL Rules and Regulation 2000 and 2003
12. Industrial Policy-2010
13. Stamp Act-1989
14. Trade Marks Act-1940
15. Industrial & Labor Act-2006 and as amended in 2013
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(II) To ensure that the Board’s policies and decisions are properly communicated
to the relevant persons in the company and those pertinent issues from
management are referred back to the Board where appropriate.
(III) To develop a confident relationship with the chairman and to assist the
chairman in formulating priorities in the Board agenda for consideration by
the Board.
(IV) To arrange induction process of new Directors, encompassing both the
directors and its responsibilities in general and specific matters pertaining to
the Company.
(V) To identify training requirements for inexperienced directors and should also
ensure that there is an ongoing program to keep the directors well informed of
developments in the company and in respect of matters relevant to their
responsibilities generally.
(VI) To ensure that the Directors and Management operate within an authority
framework approved by the Board and reviewed and updated from time to
time.
(VII) To take responsibility for preparing all or parts of the annual report and
ensure that statutory deadlines are met and that the statutory and regulatory
disclosures are validated.
(VIII) To maintain the confidentiality about the Company and needs to act with tact
and direction at all times. The Company Secretary may not misuse
confidential information or disclose it to any third party in line with their
fiduciary duties as an officer of the Company.
(IX) To act in good faith and avoid any conflicts of interest.
(X) To ensure that appropriate guidance is given to the board on the above.
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(IX) All extracts of minutes and resolutions should be prepared in the Company’s
letterhead and certified by the Chairman of the Board and/or the Company
Secretary.
(X) A Company Secretary should table all Directors’ circular resolutions passed
since the previous board meeting at the next board meeting for notation.
4. Other Duties:
(I) The Company Secretary may be required to take responsibilities for the
administration and management of the Company’s pension and/or provident
fund in the capacity as principal officer, trustee or chairperson.
(II) The Company Secretary may be required to administer and manage a group
life assurance scheme on behalf of the Company’s employees.
(III) The Company Secretary may be required to administer and manage the
insurance portfolio and take some role in the Company’s risk related activities
in this context.
(IV) The Company secretary may take responsibility for the corporate social
responsibility portfolio. This would entail ensuring that the Company adheres
to its corporate social investment program and monitoring various aspects
directly and indirectly related to this activity, including the supervision of the
Company’s adherence to any industry or sector charter.
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6. To act as a primary point of contact and source of advice and guidance for,
particularly, non executive directors as regards the company and its activities in
order to support the decision making process.
7. To act as an additional enquiring voice in relation to board decisions which
particularly affect the company, drawing on his experience and knowledge of the
practical aspects of management including law, tax and business finance. To act
as the “Conscience of the Company”.
8. To ensure, where applicable, that the standards and/or disclosure required by
Listing Rules are observed and, where required, reflected in the annual report of
the directors — the Secretary usually takes the lead role in drafting the annual
report and agreeing these with the board and board committees.
9. To comply with the continuing obligations of the Listing Rules and Codes on
Takeovers and Mergers and Share Repurchases, such as ensuring publications
and dissemination of Report and Accounts and interim reports within the periods
laid down in the Listing Rules; timely dissemination of announcements to the
market and ensuring that proper notification is made.
10. To maintain relations with investors, particularly institutional investors, with
regard to corporate governance issues and the board’s practices in relation to
corporate governance.
11. To induct new directors into the business and explaining their roles and
responsibilities.
12. To ensure that the board is fully aware of its responsibility to ensure that it does
not mislead the market by putting out or allowing the release of misleading
information about its financial performance or trading condition, by omitting to
state information which it should state, or by engaging in a course of conduct
which could amount to misleading the market.
13. To ensure compliance with all statutory filings and regulatory disclosures.
14. To arrange and manage the annual general meeting (“AGM”) Extra-Ordinary
General Meeting (EGM) and to deal with the items to be considered at the AGM
and EGM including resolutions dealing with governance matters.
DUTIES Pro-active
1. Board meetings
Coordinating the operation of the company’s formal decision making and Yes
reporting machinery.
Formulating meeting agendas with the chairman and/or the chief executive. Yes
Attending meetings. Yes
Preparing minutes for meeting. Yes
Maintaining minute books. Yes
Ensuring that correct procedures are followed. Yes
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DUTIES Pro-active
2. Members’ meetings.
Originating documentation for circulation to shareholders. Yes
Coordinating the administration and minuting of meetings. Yes
Ensuring that correct procedures are followed. Yes
3. Memorandum & Articles of Association.
Ensuring that the company complies with its memorandum and articles of Yes
association.
Drafting and incorporating amendments in accordance with correct Yes
procedures.
4. General compliance.
Monitoring and ensuring compliance with relevant legal requirements Yes
particularly under the Companies Acts.
5. Stock Exchange requirements.
Ensure that the returns are duty filed. Yes
Releasing information to the market. Yes
Making applications for listing of additional issues of securities. Yes
6. Statutory registers.
Maintaining the following statutory registers:
Members. Yes
Company charges. Yes
Directors and secretary. Yes
Directors’ interests in shares and debentures. Yes
Debenture holders (if applicable). Yes
7. Statutory returns.
Filing information with the Registrar of Companies to report certain
changes regarding the company or to comply with requirements/or periodic
filing of particular importance in this regard are:
Yes
Annual returns.
Yes
Amended memorandum and articles of association.
Yes
Return of allotments.
Yes
Notice of appointment, removal and registration of directors and the
secretary.
Notices of removal or resignation of the auditors. Yes
Change of registered office. Yes
8. Report and accounts.
Coordinating the publication and distribution of the company’s annual report Yes
and accounts and interim statement in consultation with the company’s other
advisers and, in particular, preparing the directors’ report.
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DUTIES Pro-active
9. Share registration.
Maintaining the company’s register of members. Yes
Dealing with transfers and other matters affecting shareholdings. Yes
Dealing with queries and requests from shareholders.
Yes
10. Shareholder communications.
Communicating with the shareholders (i.e. through circulars). Yes
Payment of dividends and interest. Yes
Issuing documentation regarding rights issues and capitalization issues.
Yes
General shareholder relations.
Relations with institutional shareholders and their investment committees. Yes
Yes
11. Shareholder monitoring.
Monitoring movements on the register of members to Yes identify any Yes
apparent ‘stake-building’ in the company’s shares by potential takeover
bidders.
Making enquiries as appropriate of members as to beneficial ownership of Yes
holdings.
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DUTIES Pro-active
18. Legal.
Contracts negotiation. Yes
Contracts relating to freehold or leasehold property. Yes
Contracts in the ordinary course of business. Yes
Other contracts. Yes
Litigation. Yes
19. Personnel and employee benefits.
Employment law. Yes
Profit share schemes. Yes
Pensions administration & trusteeship. Yes
Personnel administration. Yes
Other employee benefits. Yes
Employee executive share option scheme. Yes
20. General management.
Strategic planning. Yes
Directorships of group subsidiaries. Yes
Liaising with other professional advisers. Yes
THE END