Legal Status of a Company Secretary
The secretary is authorized to sign the notices of meetings (in place of the directors), to sign the share certificates (with the directors), to sign other declarations and declarations to be submitted to the commercial register and to affix the common seal of the company. Perhaps he is the only foreigner present at a board meeting that is strictly confidential. In Malaysia, the Companies Act 2016 [3] requires each company to appoint at least one approved corporate secretary. The secretary of the corporation must be appointed within the first 30 days of incorporation or a penalty will be imposed on directors at risk of being blacklisted. The responsibilities of the secretary of the company are as follows: Under the Companies Act, a secretary of the company is considered an officer of the company. He is appointed to perform the duties prescribed by the Companies Act. It also carries out other ministerial or administrative tasks assigned to it. He may exercise only the powers conferred on him. It is his duty and responsibility to ensure that the Company`s business is conducted in accordance with the provisions of the Companies Act, the Securities and Exchange Commission (SEC) Rule and other laws applicable to the Company. In most common law jurisdictions, the Corporate Secretary plays an important role in the ongoing corporate governance of corporations, both regulatory and procedural. The responsibilities of the corporate secretary generally include: A well-employed and experienced corporate secretary can also advise directors on board procedures and help ensure that applicable rules relating to relevant company rules and regulations are complied with at all times. Senior corporate secretaries often play an important role in large corporate groups, as chairmen, chief executive officers and non-executive directors, as well as managers and secretaries of the board of directors. The secretary of the company gives important advice to the board of directors and provides the relevant information or data necessary for the development of a company policy.
In addition, it advises on time-limited changes to address current socio-economic challenges. Law graduates can opt for a corporate secretary degree to enter different fields and explore great opportunities. If the company needs to hire a company secretary, it will prefer to hire someone with a double degree who can run the business properly. Therefore, qualifications are very important if you get a great job as a company secretary. You have to get the degrees in law and secretary general of an excellent university. The value of a company secretary can be summed up in one word: paperwork. A company secretary is considered the head of the company`s administration. He regularly represents and concludes contracts on behalf of the company. He is solely responsible to the Executive Board for the smooth running of office work.
If one were to look at the role and duties of the secretary of the company as they are currently defined in Irish legislation, this would seem rather restrictive and essentially administrative. In principle, the secretary of the company ensures that the company complies with company law, keeps certain legal registers and makes the necessary deposits in the commercial register such as annual reports, annual accounts and certain forms relating to changes in share capital, etc. In India, the Institute of Company Secretaries of India (ICSI)[4] regulates the profession of corporate secretaries. ICSI is a statutory professional association with over 50,000 associate members. Assistance to the President The Secretary General has the duty to advise the Board of Directors through the President on all matters of governance. Together, they should regularly review whether the board and other governance processes of the corporation are fit for purpose and consider improvements or initiatives that could strengthen corporate governance. The relationship between the secretary of the corporation and the president is essential to the creation of an effective board of directors. Here are the main responsibilities and duties of a company secretary: – Our Companies Act 1994 does not define the legal status or position of secretary of the company. However, various court decisions and the role play of the secretary of the company provide for the following issues such as the legal status of the secretary of the company: Nowadays, a company secretary is often a regulated qualification. Many common law jurisdictions, such as Australia, England, Wales, Hong Kong and Singapore, recognize the professional qualification/accreditation of a corporate secretary through a separate body, in the same way that the qualification of attorney to practice law or as a certified public accountant (CPA) is recognized in the United States (6) The board of directors of a corporation delegates much of its powers to the secretary. In general, the board does not delegate as much authority to other high-level employees. The board can do that because the secretary has greater responsibilities under the act.
It is rightly said that a company secretary is not only a servant of the company, but also a servant of the law. It must find, in order of priority, that: In some companies, in addition to the board of directors (or the general manager or manager, if applicable), comes the position of general manager, followed by that of secretary. In some companies, the entire management is divided into two distinct parts – the commercial part is the responsibility of the general manager, while the administrative and legal part is the responsibility of the secretary. But a secretary is appointed as an employee and usually he is a foreigner, but a director can act as secretary or a secretary can be appointed administrator. Given the economic evolution of recent years, business stakeholders, especially in the financial services sector, are increasingly involved in the management of the company`s activities, which is why it is essential that best practices are followed at all times and that evidence is available. The demand for higher standards in this sector can also be evidenced by the introduction by the central bank of a number of corporate governance codes, including standards of adequacy and honesty for certain functions controlled prior to authorisation or persons performing controlled functions. Controlled functions include “assurance, monitoring or supervising compliance with relevant obligations by a regulated financial service provider”. (b) As a director, he or she is also an officer of the Company. Corporate Secretaries are the primary source of business advice, from legal advice on conflicts of interest, accounting advice on financial reporting, strategy development and business planning.