A Firm Secretary is a senior position in a private sector company or public sector organisation, normally in the form of a managerial position or above. In large American and Canadian publicly listed firms, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the function will not be a clerical or secretarial one in the ordinary sense. The company secretary ensures that an organisation complies with relevant laws and regulation, and keeps board members knowledgeable of their legal responsibilities. Firm secretaries are the corporate’s named representative on legal documents, and it is their responsibility to make sure that the company and its directors operate within the law. It is also their responsibility to register and talk with shareholders, to ensure that dividends are paid and to maintain company records, corresponding to lists of directors and shareholders, and annual accounts.
In many countries, private firms have traditionally been required by law to nominate one particular person as an organization secretary, and this particular person will even normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Companies law requires only a listed company to have a whole time secretary and a single member firm (any firm that’s not a public firm) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Business Administration or Commerce or is a Law graduate from a university acknowledged and having relevant experience. Nevertheless, the corporate secretary of a single member company shall be an individual holding a bachelor degree from a university recognized.
The duties of an organization secretary are normally contained in an “employment contract”. Nevertheless, the corporate secretary generally performs the following functions:-
Functions of secretary:
(1). Secretarial features:
To make sure compliance of the provisions of Corporations Law and rules made there-under and different statutes and bye-laws of the company.
To ensure that enterprise of the company is carried out in accordance with its objects as contained in its memorandum of association.
To make sure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Firms Law.
To prepare the agenda in session with the Chairman and the opposite paperwork for all the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to organize an accurate file of proceedings.
To attend the broad meetings with a view to be sure that the legal requirements are fulfilled, and provide such data as are necessary.
To organize, in session with the chairman, the agenda and other paperwork for the final meetings.
To arrange with the session of chairman the annual and extraordinary general meetings of the company and to attend such conferences so as to ensure compliance with the authorized requirements and to make right record thereof.
To hold out all matters concerned with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities linked with share transfers.
To prepare, approve, sign and seal agreements leases, legal types, and other official paperwork on the corporate’s behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the company’s solicitors, the chief executive or other executive, in respect of the legal issues, as required.
To have interaction legal advisors and defend the rights of the corporate in Courts of Law.
To have custody of the seal of the company.
(2). Authorized obligations of secretary:
Filling of varied documents/returns as required under the provisions of the Companies Law.
Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
To see whether legal requirements of the allotment, issuance and switch of share certificates, mortgages and expenses, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To concern discover and agenda of board conferences to every director of the company.
To carry on correspondence with the directors of the company on various matters.
To report the minutes of the proceedings of the conferences of the directors.
To implement the policies formulated by the directors.
To deal with all correspondence between the corporate and the shareholders.
To issues notice and agenda of the general meetings to the shareholders.
To keep the record of the proceedings of all common meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Companies Law.
(3). To take care of the following statutory books:
the register of switch of shares;
the register of buy-backed shares by an organization;
the register of mortgages, fees etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and other officers;
the register of contracts;
the register of directors’ shareholdings and debentures;
the register of local members, directors and officers, in case of a international company;
Minute books;
Proxy register;
Register of beneficial ownership;
Register of deposits;
Register of director’s share holding; and
Register of contracts, arrangements and appointments in which directors etc are interested.