Behind every well-governed company lies an unsung hero: the Company Secretary. The position is often described as the “conscience” of an organization. The role holder ensures that businesses adhere to legal and ethical standards while navigating the complexities of corporate governance. In the United Kingdom—a nation steeped in tradition and a global leader in governance—this position holds a uniquely prestigious status.
While public companies are legally required to have a Company Secretary, private companies have the option to forgo this role. However, as organizations face growing regulatory pressures and expectations around ESG (Environmental, Social, and Governance), the value of a Company Secretary has never been more evident. And, as Verita HR is a UK registered business, this story has even more significance for our clients, employees and other stakeholders.
In the United Kingdom the leading organization for company directors, and company secretaries, is the Institute of Directors (IoD). For over 120 years, directors have joined the IoD looking for support. The Institute also gives company directors a voice in discussions with government, parliament, the media and other influential forums.
The IoD also provides an impeccable explanation of most senior roles within a corporate structure. Be they the Chairman or CEO, Finance, Marketing or Operations Directors, Non-Executive Directors or Trustees. The IoD also shares details of what a Company Secretary should do.
What are the Specific Duties of a Company Secretary?
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 those responsibilities should be discharged. All directors should have the access to the advice and services of the company secretary and should recognise that the chairman is entitled to the strong and positive support of the company secretary in ensuring the effective functioning of the board. It should be standard practice for the company secretary to administer, attend and prepare minutes of board meetings.” The Cadbury Report (1993)
Under the direction of the chairman, the company secretary’s responsibilities include:
- Ensuring good information flows within the board and its committees and between senior management and non-executive directors
- Facilitating induction of new directors, non-executive directors, and senior managers,
- Oversees professional development for the board
- Advises the board on new legal and regulatory requirements like ESG
- Maintains the company’s statutory books, including: a register of present and past directors; a register of all shareholders, past and present and their shareholdings; a register of any changes on the company’s assets; minutes of general meetings and board meetings
- Filing annual returns. Other documents which must be filed include the directors’ report and auditors’ report, and financial statements, including details of the company’s assets and liabilities
- Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken
- Informing Companies House of any significant changes in the company’s structure or management, for example the appointment or resignation of directors
- Establishing and maintaining the company’s registered office as the address for any formal communications.
- Ensuring all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices
- Ensuring the security of the company’s legal documents
- Deciding on the company’s policy for the filing and retention of documents
- Advising directors on their duties, and ensuring that they comply with corporate legislation and the articles of association of the company
There can be further administrative tasks that the company secretary can be chosen to undertake. These vary from basic office management tasks, to supporting the selection and administration of company pension schemes.
The Company Secretary: a Very British Thing
The role of the company secretary is unique to British companies. During the 18th and 19th centuries the role was referred to as the ‘servant’ of the corporation. But the role is anything but that of a servant.
In 2014 the Chartered Governance Institute UK & Ireland published a report. In it the role of the company secretary was explained in detail. The emphasis was placed on how the role helps organizations to ‘create trust’. It explains how the company secretary has an increasing demanding role as guardians and leaders of good governance. The report explains how company secretaries can make a significant contribution to board performance. Just think about new legislative requirements when it comes to ESG.
When Verita HR was created in 2009 there was no initial desire to appoint a company secretary. Over the years, as Verita HR Group has grown, matured and expanded things have changed. Today the board of Verita HR believe the role of a company secretary within our corporate structure is essential for the proper management of the organisation. And, we are very fortunate, to have a strong company secretary with great business experience to help our Chairman and leadership team.
The role of the Company Secretary in the UK has become an example for other jurisdictions to follow. With increasing global regulatory requirements the existence of such a role in a corporate structure is becoming increasingly more important.
If you want to work with a company that keenly focusses on topics like governance and trust, then contact us today! At Verita HR your corporate governance, just like ours, is important to us. Let’s see how we can work together in a relationship based on trust and good governance.
Verita HR offers services including RPO | Permanent Recruitment | Outsourcing | Media Services
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About Verita HR News
Content at Verita HR News is brought to you in collaboration with the editorial team at Magazyn Rekruter. Magazyn Rekruter, a brand within Verita HR Group in Poland, is the longest standing recruitment and human resources industry magazine in Central Eastern Europe. The first issue was published in March 2010. Find out more at: Portal Branży HR i Biznesu (magazynrekruter.pl)
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