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Breakdown of the company secretary role

 
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Breakdown of the company secretary role: in theory, a secretary's duties cover all necessary administrative work, and spans across numerous additional roles within the limited company. As stated earlier, there is no set guideline for the private company secretary to follow as their role may change and differ depending on the size and scope of the company limited by shares. However, in theory, we can categorise the company secretary's roles to cover these three areas - the board, the private company, and the shareholders.

The company secretary must make sure that the necessary paperwork is given to board members ahead of the meeting, and that the board procedures are correctly abided by. In this instance, a company secretary will also assist directors at the meeting.

The secretary should be responsible for ensuring the compliance of legislation and proper conduct regarding company activity. For this reason, the limited company secretary must be knowledgeable in such areas in order to provide information to the board. Shareholders within a company will usually liaise with the company secretary and address them with any concerns or with matters regarding corporate legalities.

The secretary also has numerous core duties that he or she is expected to fulfil. For general meetings, they must ensure that shareholders have all relevant documents, while also taking the minutes of the meeting (it is important to realise that the secretary will always be responsible for taking the minutes of the meeting, as well as preparing and distributing the agenda).

They will also regulate the memorandum and articles of association, in order to ensure that members follow it correctly. The secretary is also responsible for correctly drafting any amendments so that they comply with Companies House legislation.

The responsibility of ensuring that all the company adheres to the legal requirements falls on the secretary. They must be knowledgeable and assertive regarding the company law, even though the penalties involved fall on the director for any discrepancies or failure to submit things such as annual accounts. The secretary must update and maintain the registers in case of any inspection, and prepare directors reports and accounts.

As the main administrative officer of the company, the secretary is also responsible for the filing of all mandatory paperwork with the registrar of companies. These documents include annual returns, reports and annual accounts, any amendments to the memorandum and articles of association, the return of allotments, the removal or appointment of directors and any change to the registered office address.

One important area of the company secretary's duties is their correspondence with the shareholders. The secretary is to deal with transfers of shares and any concerns the shareholders may have. In addition, the secretary must monitor the movement of the registered members to identify any stake building within the company. They may also be required to implement any changes with the company's shares in order to restructure the business.

Board meetings: the secretary handles all preparation and subsequent paperwork arising before and after board meetings. There are things that the secretary should do before a board meeting: -

  • The secretary should inform all directors of the date, time, and location of the meeting, in addition to distributing the agenda and any other documents
  • The secretary must check whether the company accountant should attend the meeting. The meeting may only require the presence of the accountant for part of the meeting and should therefore receive an agenda and any relevant paperwork
  • In preparation for the meeting, the company secretary should produce extra copies of the agenda for the meeting
  • When preparing the agenda, the company secretary should remember to include issues that occur on numerous occasions. These may include staff reports, and any matters that were not completely resolved at previous meetings
  • As a matter of common sense, company secretaries should always ensure that the meeting room has all the appropriate things needed for the meeting
  • Secretaries should always take a copy of the company's memorandum and articles of association in case of any issues raised, and any other relevant documentation for the meeting
  • Secretaries should note every member in attendance for the minutes of the meeting, and make note of absentees
  • A quorum should be present at the meetings, and arranged by the company secretary. This ensures that an independent, uninvolved body can deal with any interests of the directors may have
  • The company secretary must take all notes and transcribe any decisions that they agree on at the meeting. One should understand that the document produced by the secretary at the end of the meeting should not be a verbatim (as in, a direct, word for word transcript of the meeting)
  • When taking the minutes the company secretary should note the times of arrival for all the members, and note anyone who arrives after the meeting has started and left before the meeting concludes
  • The secretary may act as a mediator at the meeting and advise on any matter when asked. Usually, questions of how the business is running will arise and the company secretary may have to address this
  • The secretary may choose to defer answering if the subject discussed involves unlawful conduct or anything that goes against the company's memorandum and articles of association
  • If the meeting requires any outside parties, the secretary should be ready to call upon them at the appropriate time
  • At the conclusion of the board meeting, the company secretary should assure that no confidential papers have been accidentally left behind directors and meeting members

Post-meeting duties: -

  • In the event that the company makes a decision during the board meeting regarding the payment of a dividend, the secretary will need to inform the regulatory information service; the company secretary should inform them about anything regarding shares, and whether they need to postpone payment
  • The secretary should send a memorandum letter to all relevant parties after the meeting in order to inform them about what action they will need to take (if any decisions were made at the meeting that require it)
  • If a manager or director requires a report before the next meeting, the secretary must ensure that they receive it, or that they alert the appropriate members regarding the matter
  • After typing the minutes of the meeting, the secretary will usually send it to each director that was present at the meeting. Directors are free to make written comments and issue them back to the secretary for amendment. From there, secretaries may retype the minutes and then redistribute them
  • If a company member raises concern about the wording on a particular point in the minutes of the meeting, then the chairperson will have to approve any amendment before they approve the amendment
  • It is often preferable to omit anything from the meeting that is an expression of individual opinion, though at the request of the director they may include that an individual member disagreed with the issue against the board

Annual general meetings: all companies are required to hold annual general meetings (the first one, no longer than fifteen months after incorporation). The secretary's role within the AGM is as follows: -

  • The company secretary will usually issue the normal resolution that will give the board authority to allot securities up until the date of the next AGM
  • The secretary distributes the special resolution to allot equity securities to a certain amount, which will expire at the end of the next AGM distributes

The company secretary must also conduct matters regarding the audited accounts. Here is a list of points that may be relevant to the company secretary: -

  • If the report and accounts have a chairperson's statement, then three copies of the notice of the meeting and accounts will be required, with signatures
  • The secretary is to sign the notice of the meeting, and the report of the directors on behalf of the board. An auditor's signature is required on the auditor's report
  • The secretary will send copies of the report and accounts to the signatories for proof before drafting a final version that they distribute to shareholders
  • The secretary will consult either the company registrar or firm of service registrar for dividend, to prepare dividend warrants for shareholders after the approval at the annual general meeting
  • The secretary may need to prepare proxy forms for dispatch accounts and reports to all shareholders
  • Company solicitors are usually present at meetings, and it is therefore the job of the secretary to ensure that they know the place, time and date
  • Company auditors are entitled to attend all meetings, and therefore the secretary will have to ensure that they know when a meeting will take place
  • When the shareholders receive the forms of proxy, and secretaries should verify it against the register of members
  • The secretary should make a report on the result of the proxy count and this should be available to the board after the expiry deadline for receipt of the proxies
  • If the board issues numerous proxy cards against any resolution, secretaries may want to prepare ballot papers in the event that a poll is required
  • At the annual general meeting, the secretaries should distribute copies of the register of members; the secretary should do this in case identification is required for people within the meeting
  • Secretaries should provide attendance sheets for the company shareholders and members of the meeting
  • In case of inspection, a company secretary should make the register of the director's interests and director's contract available
  • The company secretary should prepare an order of proceedings, illustrating the numerous resolutions that may need to pass through the meeting

As a general consideration and for practical reasons, company secretaries should always make sure that prepare everything for the meeting in advance. This may include things like booking a certain room, ensuring that there are refreshments, and facilitating any external devices that may be required, such as an OHP.

Other duties: the payment of dividends for the company's shares or interest on debentures is usually the responsibility of the company secretary. It is not widely known that company secretaries can enter into certain contracts on behalf of the company. The responsibility of assuring that correct and accurate company documents arrive at the Registrar on time, is the responsibility of the company secretary. One must remember that the company secretary is to ensure the compliance of the provisions within the Companies Act and the memorandum of articles.

Dividends: the arrangement for the payment of dividends is usually the responsibility of the company director. The articles of association provide the priority of the payments for dividends when a company has a different class of shares. Companies pay the distribution of shares as dividends, specified by a certain amount per share. The payment of dividends can be a tricky procedure. For this reason, it is always advisable to create a control sheet in order to monitor the process.