The role of the modern company secretary has undergone significant changes over the years. While they were once seen as merely administrative support for the board, taking notes at meetings, their responsibilities have expanded considerably.
Today, the company secretary is an essential advisor to the board on various governance and compliance issues. In the Companies Act 2014, a crucial point to note is that it still mandates the presence of a company secretary in private and public companies. They guide directors on their legal obligations, disclosure rules, and best practices for ensuring sound governance.
With increased focus on accountability, transparency, and mitigating risk from stakeholders, good corporate governance has become critical for companies. The company secretary now plays a central role in any governance system by helping the board navigate complex rules and uphold the highest standards.
Their specialized expertise positions them as critical professionals for supporting the board’s work and protecting the interests of the organization and its investors.
In this article, we’ll provide an overview of company secretarial services. We will be shedding light on the evolving role of the company secretary and the usual responsibilities associated with this position.
What Are the Present Functions of a Company Secretary?
The role of the company secretary has evolved significantly in recent years. Once seen as primarily a clerical role, the company secretary is now a critical member of the senior management team. They are responsible for a wide range of governance and compliance functions.
Let us look at the present functions of a company secretary.
Corporate Governance
Company secretaries or compliance officers play a key role in ensuring that the company is governed in a fair, transparent, and accountable manner. This involves offering counsel to the board of directors regarding corporate governance issues and formulating and executing corporate governance policies and protocols.
Ensuring the company complies with all applicable corporate governance codes and best practices also come into play.
Compliance
Company secretaries are instrumental in overseeing the company’s compliance with pertinent laws and regulations, which involves the timely submission of mandated documents to government agencies, including annual reports and tax returns. They also ensure that the company conducts its operations within the confines delineated by its articles of association.
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The experts offer comprehensive company secretary services, handling crucial tasks such as record-keeping for shareholders, directors, and officers, as well as facilitating the buying and selling of company shares.
Risk Management
Company secretaries also need to assess and manage various risks the company may face, including legal, regulatory, financial, and reputational risks. This includes developing and implementing risk management strategies and monitoring the company’s risk exposure continuously.
Board Support
Company secretaries provide administrative support to the board of directors. Their responsibilities include organizing board meetings, preparing agendas, and making sure accurate minutes of meetings are kept. They advise the board on various matters, including corporate governance, compliance, and risk management.
Shareholder Communication
Shareholder communication is facilitated by company secretaries, who serve as the crucial intermediary between the corporation and its shareholders. Their responsibilities encompass disseminating important company-related information to shareholders. It involves sharing documents like annual reports, financial statements, and notifications regarding general meetings.
Furthermore, company secretaries actively engage in addressing shareholder queries and addressing any concerns they may have. They are increasingly being called upon to provide advice and support on various other issues. The issues include sustainability, social responsibility, and ethical business practices.
Statutory Record Management
As USA Corporate Services notes, the company secretary, acting as the guardian of the company’s statutory books and records, ensures meticulous upkeep of vital corporate documentation. They play a pivotal role in upholding legal and regulatory standards.
The meticulous record-keeping facilitates transparent governance, effective shareholder communication, and adherence to the law. This will ultimately underpin the company’s accountability and long-term success.
Why Is the Role of a Company Secretary More Important Than Ever?
The role of the company secretary is more critical than ever in today’s business environment, as regulations and expectations continue to evolve rapidly. Company secretaries are vital in ensuring compliance, maintaining transparency, and managing risk.
Navigating a Complex Regulatory Landscape
Company secretaries bear the responsibility of ensuring their organizations’ compliance with a multitude of legal regulations, a challenging task considering the constantly evolving regulatory environment. They must stay up-to-date on the latest laws and regulations and develop and implement policies and procedures to ensure compliance.
Meeting the Expectations of Stakeholders
Shareholders and other stakeholders are increasingly demanding transparency and responsibility from companies. Company secretaries play a crucial role in meeting these expectations by ensuring that companies communicate regularly with stakeholders. They also disclose relevant information and conduct themselves ethically.
Complying with Corporate Governance Codes
Corporate governance codes have become increasingly prominent in recent years, delineating best practices for corporate governance. Company secretaries are responsible for guiding their companies toward compliance with these codes, which can help to improve transparency, accountability, and long-term success.
Managing Risk
Companies face various legal, regulatory, financial, and reputational challenges. Compliance officers play an integral role in assessing and managing these risks, helping their organizations to develop and implement robust risk management strategies.
Meeting the Challenges of Globalization
Many companies operate in multiple jurisdictions, necessitating compliance with a patchwork of laws and regulations. Company secretaries play a vital role in helping their organizations to meet these intricate compliance requirements.
Top Trends Shaping the Responsibilities of Company Secretaries
Staying updated on regulatory trends, as well as meeting the expectations of customers and investors, is crucial for company secretaries. This enables them to play a proactive role in assisting their organization in strategy management.
ESG Reporting
The first notable trend is the rise of Environmental, Social, and Governance (ESG) reporting, which is steadily gaining significance on a global scale. Company secretaries will be anticipated to guide their organizations in fulfilling ESG disclosure obligations and incorporating sustainability into corporate strategy.
Debbie Farman, Vistra’s head of legal advisory and global entity governance, says, “If an organization hasn’t begun addressing ESG, they should have it on their agenda.”
Rising Regulatory Complexity
The regulatory environment is growing progressively intricate, marked by the frequent introduction of new laws and regulations. In this context, company secretaries play a pivotal role in ensuring the company’s adherence to all relevant laws and regulations.
Growing Importance of Technology
Technology is transforming how companies operate, and company secretaries are increasingly being called upon to provide advice and support on technology-related issues, such as cybersecurity and data privacy.
Increased Focus on Risk Management
Walmart emphasizes that robust corporate governance is instrumental in enhancing a company’s resilience and fostering strategies for long-term prosperity and expansion. It facilitates a holistic consideration of stakeholders’ best interests, improves management systems, and mitigates the risks associated with mismanagement.
Given the diverse spectrum of legal, regulatory, financial, and reputational risks that companies confront, company secretaries assume a pivotal role. They evaluate and address these risks while aiding in the formulation and execution of effective risk management strategies.
Need for Strong Communication and Interpersonal Skills
Company secretaries are tasked with the imperative duty of conducting effective communication with a diverse set of stakeholders, encompassing the board of directors, shareholders, employees, and government regulators. Nurturing and sustaining robust relationships with these stakeholders is also part of their crucial responsibilities.
Conclusion
The role of the company secretary is evolving significantly to keep up with technological advancements, globalization, and increasingly complex regulatory requirements. To remain relevant, company secretaries must continuously upgrade their skills beyond traditional compliance tasks. They need to position themselves as strategic partners who can provide invaluable guidance on governance, ethics, and sustainability.
Outsourcing some secretary functions to specialist corporate service providers can help organizations comply with regulations efficiently while focusing on core business goals.
As disruptive changes continue to impact the corporate landscape, the most successful company secretaries will embrace lifelong learning. They act as agile change agents within their companies. Proactively adapting to the dynamic environment will allow company secretaries to maintain their crucial oversight role and help organizations navigate evolving business challenges.
