Company Secretary is a position which is required in organizations around the world who have a certain value of paid up capital. This role denotes a high managerial position who becomes a legal representative of the company in most cases. A Company Secretary not only ensures that the Board of the company is working as per the legal directives of the country or state, but they are also responsible to ensure that the administration of the company is efficiently run and in accordance with the legal and corporate laws as set down in a country or state where the company operates.
The roles and responsibilities of a Company Secretary may vary from country to country as per corporate laws but there are some essential functions which remain the same. In all sectors, private or public, there are some responsibilities at the Board level involving governance, rules and regulation and corporate conduct which need to be followed. When board or shareholder, trustee meetings are held, these need to comply with the legal, listing and regulatory requirements and so forth. These form the key responsibilities of a Company Secretary. They not only ensure compliance of the board workings as per the directives of the corporate laws, they also ensure that the decisions of the board meetings in a company are properly implemented. Proper management of the shareholders meetings and maintaining communication with the shareholders is another important role of a Company Secretary.
The responsibilities of a Company Secretary do not stop at the senior managerial or board level. They need to ensure proper running of the administration of a company which involves looking into contracts formed with customers or regulatory bodies, property administration, overlooking the management of employee benefits schemes such as pension funds or employee shares, insurance administration, financial accounts and so forth.
In North America, company or corporate secretaries have an important role to play in ensuring corporate governance in a company. They encourage the board to conduct corporate governance reviews and to issue statements of their sound corporate governance principle to the shareholders or institutional investors.
In India, a Company Secretary of a company is required to issue compliance reports and other provisions as may be required by the Companies Act of 1956. The annual returns of a company as listed on recognized stock exchanges throughout the country can only be issued after a practicing Company Secretary signs it. Such a role is recognized as similar to that of a Compliance Officer by SEBI or Securities and Exchange Board of India and they can issue compliance certificates on behalf of a company. The RBI also recognizes practicing Company Secretary as authorized personnel to sign issuing certificates on behalf of the company.