Two of the most important posts within an organisation’s management hierarchy are the director and company secretary.
There is a slight overlap between the two, but the fundamental difference lies in their primary responsibilities. The director executes the strategy of the company decided at the board level. In contrast, the company secretary ensures that the said strategy is implemented in compliance with company and international law.
The Director and a Company Secretary’s Duties
A director’s main duties and responsibilities lie with the shareholders, except when a company is insolvent or approaching insolvency, where those duties will extend to creditors, including staff who are still owed salary.
On the other hand, a company secretary is tasked with making sure that all execution of board plans are implemented efficiently, correctly, and legally. A succinct definition of a company secretary role is as follows:
“The company secretary’s main purpose is facilitating the company’s corporate governance processes and holding primary responsibility for ensuring that the board processes run efficiently and effectively.”
Company secretary roles may vary from one organisation to another. The board of directors normally sets out their specific duties.
The Company Secretary’s Duties Toward the Directors
Some of the specific tasks that company secretaries include:
- Maintaining the Register of Ongoing Conflicts of Interest
- Registering transactions
- Maintaining and developing a company policy document
- Reporting at each board meeting the documents executed under power of attorney
- Maintaining the minutes of board meetings
The position includes responsibility for notifying directors of a board meeting in advance. They ensure the agenda and board papers are prepared and forwarded to directors before the board.
A company secretary records, maintains and distributes the minutes of all board and board committee meetings as required. There must be a complete set of board papers, preparing for and attending all company’s annual and extraordinary general meetings.
The company secretary is responsible for overseeing the company’s compliance program and ensuring all company legislative obligations are met. They hold the development, implementation, communication, and maintenance of compliance policies, processes, and procedures and counsel on corporate governance principles and director liability.
A director’s primary duties are related to executing the board’s vision. The company secretary is tasked with ensuring that the said execution is carried out according to company procedure and within the laws of the land.