Company secretarial services are a delivery of legal and compliance services to support companies and their Boards with their management of the companies they are custodians of. They are a fundamental part of any business operations and they help to reduce the burden that is otherwise placed on the directors of the company and thereby aid in the smooth running of the business.
Corporate Secretary responsibilities often extend beyond the Board to involve all company officers and senior executives. This is especially true in smaller and mid-sized companies where it can be difficult to justify a full time Corporate Secretary as the responsibility for this role is performed by senior executives in their primary roles such as Chief Financial Officer or General Counsel.
The corporate secretary is the ‘go-to’ person for all the information and resources needed by board members and committees to properly discharge their fiduciary duties and to comply with statutory requirements. In addition, they are the main ‘go-to’ person for advice and guidance in respect of any corporate governance concerns and issues.
Typical responsibilities of a corporate secretary include:
Corporate governance program and process development, enhancement and implementation – The corporate secretary is the key advisor to the board in relation to developing and implementing the corporate governance framework that includes corporate policies, procedures and processes. This includes assisting the board in developing and implementing effective board reporting practices to enable the Board to monitor performance and respond to any concerns or challenges that arise.
Implementation of Board procedures and practices – The Read More – Corporate Secretary Services is responsible for the effective administration of the board and its various committees, including the audit, finance, compensation, risk management and disclosure committees. They are also a critical liaison between the board and executive management team in relation to identifying and prioritising discussion items for each meeting.
Ensuring proper corporate record keeping – The company secretary is responsible for ensuring the correct recording of all the important documents and records associated with a company’s day-to-day activities. This includes providing documentation regarding the declaration of dividends, advising on stamp duty payable and updating statutory records to reflect any changes to company details such as accounting reference dates and names, share buy-backs, share allotments or capital reductions.
Assisting with Board, Committee and Shareholder meetings – The corporate secretary is a crucial part of a Board’s success, arranging board and committee meetings, setting agendas, circulating papers and taking minutes at the meetings. They are also a central point of contact for shareholders in relation to any matters concerning corporate law and regulation.
Defending the company against litigation and shareholder lawsuits based on breach of fiduciary duty or other claims of wrongdoing – The corporate secretary is an important advocate for the board in any legal proceedings. They provide information and resources to the board that can assist in the defence of any claims made against the company by plaintiffs or shareholders, execute corporate transactions and ensure that required information for tax and other audits is provided.