Glossary term
Company Secretary
Subject: Governance, Corporate Governance
Also known as: Corporate Secretary
A company secretary is the officer responsible for a company's legal and governance administration: running board and shareholder meetings, keeping statutory records and advising directors on their duties and on compliance.
Explanation
The role sits close to the chair and the board. The secretary prepares agendas and papers, records the minutes, keeps registers of directors and shareholders, files returns with the registry and organises the annual general meeting. The secretary also advises the board on procedure, governance codes and listing rules, and often helps new directors settle in. Because the post spans law and administration, many companies hold the person to professional standards. In India, for example, certain companies must employ a qualified company secretary. Independence matters: although employed by the company, the secretary serves the board as a whole, and in many codes appointment and removal is a board decision. Boards lean on the secretary to spot a missed approval step or late filing before it becomes a legal problem.
Example
Before a board meeting, a company secretary notices that the proposed acquisition requires a shareholder vote under the company's own rules, which the draft plan ignores. She tells the chair, and the item is changed to include a notice to shareholders. The minutes later record that the board took legal advice and followed the correct procedure.
Not to be confused with
- Chief Compliance Officer (CCO)
- The CCO oversees the firm's compliance programme. The company secretary supports the board's procedures and statutory duties.