Guide to the roles and responsibilities of the company secretary
Man siting at desk with laptop

What is a company secretary?

A company secretary is responsible for ensuring the smooth administration of the company. They usually assume responsibility for the following important areas:

  • Compliance with corporate governance and other financial and legal regulations;
  • Management of shareholder administration and communication.

If the company does not appoint a company secretary, these important responsibilities must still be met.

If the company does not employ a company secretary, section 270 of the Companies Act 2006 states that these important administrative and compliance tasks become the responsibility of a director, or a person authorised generally or specifically in that behalf by the directors.

It is strongly recommended that a company secretary is appointed to ensure someone takes responsibility and ownership of the tasks listed here.

What are the core duties of a company secretary?

Whilst company secretary duties are not set out in legislation, responsibilities would usually fall into the following areas:

How important is the role?

The Cadbury Report (1993) stressed the importance of the role of the 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 these responsibilities should be discharged.

All directors should have access to the advice and services of the company secretary and should recognise that the chairman is entitled to strong support from the company secretary in ensuring the effective functioning of the board.”

With the increasing focus in recent years on corporate governance, the role of the company secretary has grown in importance. In many ways, the secretary is now seen as the guardian of the company’s proper compliance with both the law and best practice.

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