Most significantly, both private and public corporations are still required to have a company secretary under the 2014 Companies Act. As a “note taker” during board meetings or “administrative servant of the Board,” the duties of the modern company secretary have expanded to include a far larger function as “Board counsellor” and being in charge of the organization’s corporate governance.
In reality, the Company secretary’s service go much beyond the fundamental legislative obligations mentioned above. The company secretary has been primarily responsible for creating and implementing the procedures that promote and sustain effective corporate governance.
Strong governance procedures must be in place, well-documented, and conveyed to the organisation. The company secretary’s role allows them to have a comprehensive understanding of the governance framework, and as a result, they are typically given the duty of making sure that this framework and any assisting policies and procedures are well documented. The formal paperwork required by the UK Code of Corporate Governance, such as the schedule of topics reserved for the Board, should be in place as part of this.
Supporting the chairman
The company secretary has a responsibility to counsel the Board on all questions of governance, via the chairman. Together, they should assess the effectiveness of the Board and the company’s other governance mechanisms on a regular basis and take into account any initiatives or improvements that could enhance corporate governance. The chairman’s relationship with the company secretary is crucial to the effectiveness of the Board.
Board and committee processes
By assisting the Board and its committees in operating efficiently, in accordance with their terms of reference, and in accordance with best practises, the company secretary plays a key role in good governance. Beyond just setting up meetings, support includes actively controlling the agenda and making sure that high-quality, current information is presented before meetings. This should make it possible for directors to participate fully in board discussions and debates and improve the Board’s capacity for sound decision-making. Following meetings, the company secretary should oversee follow-up tasks and pursue any outstanding issues.
The company secretary’s guidance and services ought to be available to all directors. The company secretary should establish productive working connections with each board member while providing unbiased counsel and acting in the organization’s best interests. The company secretary should support the chairman with all board development procedures, such as board evaluation, induction, and training, in order to promote board development. This should entail putting in place a strict annual evaluation of the Board, the committee, and each individual director and making sure the actions resulting from the assessments are carried out. The company secretary should also take the initiative in creating customised induction programmes for new directors as well as a training schedule for both the Board and individual directors.
Communication with stakeholders
The company secretary serves as a crucial conduit between the Board and the firm since they are a special interaction between the Board and management. They can train management to comprehend the expectations of and value provided by the Board through effective communication. The company secretary is frequently the initial point of contact for questions and plays a significant role in communicating with external stakeholders like investors. To make sure that effective shareholder relations are maintained, the company secretary should collaborate closely with the chairman and the Board.
Disclosure and reporting
The importance of corporate governance: https://www.mca.gov.in/ reporting quality and calls for greater openness have grown in recent years. The governance portion of the business’s annual report is often written by the company secretary, who also makes sure that all reports are sent to shareholders in accordance with any applicable regulatory or listing requirements.