The Company secretary has significant responsibilities including advice on governance structures, corporate conduct within an organisation’s regulatory environment, compliance with legal, regulatory and listing requirements and also the training and induction of new directors. They should be able to set the right ‘tone at the top’ by ensuring that Board meetings are held properly and the minutes reflect all business conducted without backdating and by presenting all relevant information to all directors including matters with conflicts of interest.
A Company Secretary should provide advice on corporate governance issues, As they are responsible for :scheduling Board and Committee meetings,recording minutes of meetings to reflect the proper exercise of their duties, maintaining of corporate records, making share transfers and recording in the register, advising on compliance with listing requirements and promote shareholder engagement with the company.
The Company Secretary is also responsible for a company’s Corporate Governance Principles or Guidelines.A key responsibility for the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties. The function ranges from making sure new directors have proper training in the applicable duties and the business of the company, to ensuring that management follows the proper steps for major corporate actions such as share issuances, the declaration of dividends and compliance with solvency requirements or dispositions of corporate assets.
Therefore, the company secretary should strengthen the Board with his/her expertise to avoid conflicts of interests and assist the Board to act ethically, objectively and in the best interest of the Company.