The importance and role of Company Secretaries has grown over the past decade. Company Secretaries have a crucial role to play in a company, and their duties and responsibilities go beyond administrative work or supporting the Board of Directors. They ensure the integrity of the governance framework, the Board’s decisions, company policies, compliance with regulations, statutory obligations, and many other such aspects of the company’s affairs.
With the ever-changing market landscape and legal system, there is a need for transparent, open, and ethical behaviour by business organizations, in line with established best practices and procedures. The application of such best practices should be encouraged and monitored, and Company Secretaries are in a unique position within an organization to do that.
Depending upon the affairs, business and applicable laws, a company may hire a full-time Company Secretary, have a Company Secretarial function, and/or receive Company Secretarial solutions from other experienced businesses.
This article will help you understand the responsibilities and competencies of a Company Secretary, and may help you determine whether your organization may benefit from hiring a Company Secretary or Company Secretarial services.
But first, let’s understand… Who is a Company Secretary?
A Company Secretary is a professional who works as a support person for the Board, monitors developments affecting the company, ensures that the interests of stakeholders are taken care of while making important business decisions, and who takes up various other functions depending on organizational needs.
Now, let’s talk about the roles and responsibilities of a Company Secretary.
The role of Company Secretaries in smaller companies is limited to the following; these can also be called the ‘core’ responsibilities of a company secretary:
- Handling board, committee, and shareholder meetings;
- Annual corporate maintenance;
- Handling and updating Minute Books;
- Compliances related to federal and provincial laws, especially laws applicable to corporations;
- Managing similar requirements for subsidiaries, holding companies, and affiliated companies;
- Maintaining records, particularly in connection with dividends, stock transfers, bonus issues, ESOPs, etc.;
- Liaising with auditors, lawyers, tax advisers, bankers and shareholders on board governance issues;
- Communication with stakeholders, engagement on governance issues, etc.
With the rise in corporate defaults and frauds, removal of trade barriers and increased usage of the internet, the role of a Company Secretary has become more crucial and dynamic. Today, a Company Secretary, in addition to the above mentioned responsibilities, handles the following roles; especially in organizations which are larger in size or have their securities listed on stock exchange(s):
- Drafting, implementing and monitoring the policies and processes for Corporate Social Responsibility;
- Supporting risk management and corporate governance activities;
- Acting as a ‘confidential sounding board’ by advising the Board of Directors on various industry and market conditions;
- Working as compliance officer or managing the compliance function of the organization (or group of organizations);
- Ensuring the composition of the Board is in accordance with the applicable laws and good governance practices, supporting induction of new directors and succession planning of the Board of directors;
- Supporting the functions of various Board committees, e.g. audit committee, nomination committee, etc.;
- Monitoring and adopting best practices for corporate ethics, whistleblowing, internal audits, internal controls, etc.;
- Adopting good boardroom practices;
- Various other responsibilities, which can be added based on the knowledge, experience and specialization.
With such important roles and responsibilities handled by a Company Secretary, it is important to ensure that you select the right individuals to appoint as a Company Secretary.
Let’s see some of the attributes and competencies that you should look for in a Company Secretary:
- Understanding of the regulatory and legal system and the market wherein the business operates, especially knowledge about the corporate and business laws applicable to the organization;
- Good communication and interpersonal skills;
- Supremely organized and detail-oriented;
- A person with great ethical values, honesty and integrity;
- Ability to handle the concerns and complaints of shareholders, employees, stakeholders by their problem solving skills;
- Management and organizational skills;
- Proficiency in information technology and the softwares used by the organization;
- Ability to mediate and assist in achieving consensus.
It is important that every Canadian corporation either appoints a Company Secretary. At Tobuso, we are focused on keeping you organized, so that you can focus on what you do best. If you are thinking of incorporating your business, contact us for a hassle-free experience and concentrate on what matters the most for you—your business. Alternatively, we offer a robust platform for managing and sharing your corporate records—secure and reserved for those you trust. Sign up today!
