Every company has to maintain governance standards. All public companies in the UK must have a Company Secretary who is responsible for this role. For private companies, it is not a legal requirement to have one, but many still do.
So what exactly does the Company Secretary do and what are the advantages of having one?
In short, a Company Secretary is responsible for governance and administration within the company. This means they are involved in maintaining an efficient, streamlined flow of information. They must ensure standards are upheld including compliance with regional and international laws.
What Are The Responsibilities of the Company Secretary?
Every organisation is different and as result the specific role of the Company Secretary may vary between organisations. However, some things are always the same. These include responsibility for the administration of the company.
The Company Secretary is responsible for filing information about the organisation at Companies House. This includes annual returns, the company articles and information on directors and secretaries, among other things. They should ensure any changes in structure or management are registered and kept up to date.
They are involved in handling documents within the company to ensure it complies with the GDPR and other regulations. They will set the company’s policy for filing and retaining documents. This involves maintaining the highest level of security as they will be accountable in the event of a breach.
It is the responsibility of the Company Secretary to ensure the company’s office is registered as a formal address for communication. They should also ensure business stationary carries the company name as well as other relevant details.
They must also work with the directors of the company. They should be clear on the duties of the directors and ensure that they remain compliant. Part of the Company Secretary’s role is coordinating meetings of the directors and shareholders.
They may also have specific responsibilities when it comes to the safe-keeping of documents. Company Secretaries often act as a signatory on behalf of the directors. This means they have a high degree of responsibility when it comes to data protection.
The specific responsibilities of the Company Secretary should be set out in the company articles. They will be governed by local laws as well as the governance structure of the organisation. The Company Secretary may be expected to fulfil other roles which are not mentioned here.
How Are Company Secretaries Selected?
As you can see, no matter the additional roles of the Company Secretary, it is a position with a high degree of responsibility. As a result, they must have a proven track record of experience. They should also have a wide skill set including knowledge of corporate law.
The Company Secretary is usually appointed by the directors. In a public company, they should fulfil at least one of the following:
- Has held the office of secretary of a public company for at least three of the five years immediately preceding their appointment as secretary.
- Is a member of the Institute of Chartered Accountants in England and Wales; the Institute of Chartered Accountants of Scotland; the Association of Chartered Certified Accountants; the Institute of Chartered Accountants in Ireland; the Institute of Chartered Secretaries and Administrators; the Chartered Institute of Management Accountants or the Chartered Institute of Public Finance and Accountancy.
- Is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom.
- Is a person who, by virtue of their holding or having held any other position or being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company.
In a private company, there are fewer qualifications for becoming a Company Secretary. They cannot be the company auditor or an undischarged bankrupt (unless given permission by the court). Aside from this, it is largely up to the directors to select a competent Company Secretary.
Does Your Organisation Need A Company Secretary?
It is a legal requirement in the Companies Act of 2006 for public companies to have a Company Secretary. However, since 2008, this has not been the case for private companies. They can choose whether it would be an advantage to have one (and as long as their company articles allow it).
This rule was introduced to avoid placing a burden on smaller companies. Sometimes, having a designated Company Secretary may be beyond the reach of your organisational structure.
The most important thing to remember is that your company still has to fulfil the same governance duties - whether or not you have a Company Secretary. For example, you will still need to keep the record up-to-date at Company House and make sure your annual returns are filed.
As a result, having one person in charge of those responsibilities has many clear advantages. There is a clear trail of accountability and no chance of crucial paperwork getting delayed ‘by accident’. The responsibilities of the Company Secretary are a complex legal task.
Ultimately, the choice to have a Company Secretary is individual to your company. It depends entirely on the resources you have and the way you intend to distribute them.
How Can Convene Support Your Governance Processes?
Whether or not you have a Company Secretary, you need to maintain good governance. To fulfil these responsibilities effectively, you must be in control of the information that flows through the company. An effective Company Secretary needs to make sure everyone is on the same page when it comes to compliance.
A Board Portal like Convene can improve collaboration within your company. Whatever industry you work in, our all-in-one meeting management software is designed to help maintain standards. Promoting good governance is a serious long-term commitment that requires efficient communication.
From creating an agenda to establishing a strong admin trail, every step of the process should be as smooth as possible. With the right software, the complex task of governance can be much easier!