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The Company Secretary is the chief administrative officer of the company. They are appointed by the board of directors and their duties are delegated by the board. The precise role of the Company Secretary is not clearly defined and may vary from one company to the next, however they generally provide advice and guidance to the directors on their obligations and duties under company law, constitutional requirements and other relevant laws and regulations.
Duties can include:
- Maintenence of statutory registers & minute book
- Completion and filing of statutory forms with the Registrar of Companies
- Organise and administer board meetings
- Liaise with Chairperson in drafting of agenda and ensure agenda is accompanied by relevant documents
- Take minutes
- Facilitate board induction and training
- Advising the board on governance issues
- Directors and officers liability insurance
As an officer of the company, the Company Secretary can be liable to be penalised as an 'officer' of the company. While ultimate responsibility for compliance rests with the directors, the Company Secretary owes the company the same duties of skill, care and diligence in carrying out his/her role, as if a director.
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