The company secretary within any organisation holds a great deal of responsibility for the management and performance of the board. The role is of company secretary is often a dual one (particularly in smaller organisations), with the company secretary also holding a substantial management position, such as the chief financial officer (CFO) or general counsel. With the growth in compliance and governance concerns, the position of company secretary itself has taken on added importance and boards are expecting more of the position than ever, particularly when it comes to keeping the board informed of changes in governance and, often, overseeing legal compliance.
The level of support the company secretary gives the board will vary. For example, as well as their responsibilities as an employee of the organisation, the secretary may be responsible for administrative support to the board, such as taking board meeting minutes, circulating papers, and liaison between the board and the CEO.
Regardless of the organisation’s incorporation act, every organisation must have a person to carry out the duties of a secretary. The person will require an up-to-date knowledge of the requirements of the position, appropriate practical experience and must be qualified to adequately perform the duties and take on the responsibilities of the role to make sure the organisation meets its legal and regulatory compliance and that its statutory books and records are in order. Because of the volume of legal compliance work and required knowledge of different types of legislation, it is common for secretaries in many organisations to have legal qualifications/background.
The company secretary’s tasks may include:
- Preparing the board papers and agenda prior to the board meeting.
- Recording, maintaining and distributing board and general meeting minutes.
- Preparing for annual and extraordinary general meetings.
- Overseeing the organisation’s compliance program.
- Developing, implementing, communicating and maintaining governance policies, processes and procedures.
- Meet the requirements of regulatory bodies, e.g. ASIC, ACNC, ATO, ASX.
- Provide advice on corporate governance principals and director liability.
- Maintain registers, e.g. conflicts of interests, policies, etc.
- Ensuring that all directors have an up to date copy of the board charter and associated documentation.
- Maintaining a complete list of delegations authority.
- Assisting the chair in the proper induction, ongoing training and education of directors, including assessing the specific training needs of directors.
- Our company secretarial support services can provide help you need to fulfil the tasks and responsibilities of a company secretary including: Governance advice on specific issues confronting the board.
- Board calendar management.
- Preparing board agendas and papers.
- Management and distribution of board papers and other documents via a shared portal.
- Attending board meetings and recording minutes.
- Preparing and distributing minutes/action items.
- Maintaining company registers, statutory lodgements and filings.
- Liaising with external agencies.
- Developing and overseeing the director induction program.
- Assisting in preparations for the annual general meeting and other special general meetings.
- Drafting or reviewing governance materials including policies and charters.
Whatever challenges you may be facing as a company secretary or the services your organisation requires, Effective Governance is here to help and provide solutions to any of your governance needs. Feel free to contact us if you require more information or to find out more about how we can help your organisation.
Effective Governance is part of HopgoodGanim Lawyers and, should it become necessary, we have access to a whole range of expertise that can resolve your legal issues.