The responsibilities of the modern-day Company Secretary have evolved from that of a “note taker” at board meetings or “administrative servant of the Board” to a much broader role of “Board advisor” with responsibility for the organization’s corporate governance.
As Board advisor, the Company Secretary through the company’s values and governance framework assists and guides the directors in their pursuit of the company’s objectives. The Company Secretary should always act with integrity and independence to protect the competing interests of the company, its members, its employees and other stakeholders.
In addition to being the “Board advisor” the Company Secretary’s compliance duties will usually include maintaining the company’s statutory registers, ensuring prompt filings under either the Companies Act of Jamaica Stock Exchange Rules, taking minutes of board and committee meetings, resolutions and coordinating the Annual General Meeting and drafting aspects of the Annual Report (for example, drafting the non-financial part of the annual report, the directors’ report and the corporate governance framework).
The 1993 Cadbury Report on the Financial Aspects of Corporate Governance noted that:
“The Company Secretary has a key role to play in ensuring that Board procedures are both followed and regularly reviewed. The Chairman and the Board will look to the Company Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. All directors should have access to the advice and services of the Company Secretary and should recognize that the Chairman is entitled to strong support from the Company Secretary in ensuring the effective functioning of the Board.”
Let’s stop and think: – The Company Secretary occupies a unique position at the heart of the company’s decision-making process. That involves advising on board procedure, governance procedures, being privy to highly confidential information, opposing views which may or may not be discussed in the boardroom, as well as participating in the annual board evaluation process.