The Company Secretary – Roles and Responsibilities

The Company Secretary is responsible for supporting the board and the governance process, providing advice and guidance to the board on company law and the appropriate regulations, its own policies and best practice in corporate governance. The duties of a secretary are delegated to the position by the directors. There is no definitive term covering what this will entail. Directors must ensure that the person is capable of carrying out the role as per the 2014 Companies Act.

Role of the Company Secretary

• Act as the principal legal and compliance (including corporate governance) officer.
• Provide advice and guidance to the board of directors on their obligations under the company’s Memorandum and Articles Association / Constitution, company law, charity law and other relevant laws and regulations.
• Oversee the company’s day-to-day administration and ensure specifically that the company complies with the law and observes its own rules and policies.

Responsibilities of the Company Secretary

The responsibilities of the Company Secretary are laid down in the Companies Act 2014. The Act states that the duties of the Company Secretary shall, without derogating from the Secretary’s statutory duties and other legal duties, be such duties as are delegated to the Secretary, from time to time, by the board of directors of the company. These may be supplemented by other functions set out in the Articles of Association / Constitution of a company, in addition to further duties, which the board may delegate to the Company Secretary.

Statutory Duties of Company Secretary

The Company Secretary has important statutory duties, which will include:

• Maintaining the company’s registers, including those of the members, the directors and secretaries, interests of the directors and the secretaries such as conflict of interest and conflict of loyalty registers.
• Sending updated information and documents on time to the Companies Registration Office (CRO), Charities Regulatory Authority (CRA) and to other regulatory bodies.
• Arranging annual and extraordinary general meetings of the company and circulating members with the documents for those meetings.
• Organising meetings of the board and sub-committees of the board and ensuring that the directors have the documents they need to consider the issues that are to be discussed.
• Preparing the minutes of the company general meetings and meetings of the board and its sub-committees.
• Making the company’s registers, minute book and other similar documents available for inspection by the board and the public, where appropriate.
• Publishing legal notices in the media.
• Keeping custody of the company seal.
• Providing the directors with legal and administrative support.

Other Duties of Company Secretary

If any Board member feels that another member may have been in breach of the Code of Conduct, he or she is required to raise that potential or perceived conflict at the subsequent board meeting.

In the event of that there has been an alleged breach of the Code of Conduct, the matter should be brought to the attention of the Board and the following procedure applies.

• Ensure that the company holds AGM / EGMs within the time limits specified.
• Attend meetings of the company, board and board committees, and assist the Chair with drafting of the agendas, minutes, etc.
• Act as a confidential sounding board to the chair and the directors.
• Be familiar with company’s procedures around all company, board and committee meetings.
• Ensure that the company has a strategic plan, supported by an annual business plan and budget. Ensure that the company’s corporate governance arrangements are in place, well documented and communicated to the organisation.
• Review periodically if these governance procedures and systems are fit for purpose and consider any necessary improvements.
• Act as a link between the board and the executive management team, and help management understand the expectations and value sought by the board.
• Ensure that board members receive high quality, relevant and up-to-date information in advance of meetings to enable them to perform their role in liaison with the CEO.
• Keep the board informed of any new legislation / governance obligations that are applicable to them. Assist the chair in organising professional development for the directors.
• Organise and administer board meetings. These responsibilities include:
  • Notifying directors of the time, date and place of the board / committee meetings, in good time
  • Preparing an agenda in liaison with the chair
  • Ensuring that the agenda is accompanied by all documents that need to be considered by the board / committees in advance of such meetings
  • Ensuring that any registers that need to be inspected by the board are available
  • Making the minutes available to the auditors.
  • Communicate, where appropriate, outcome of board deliberations throughout the organisation.