Changing role of the company secretary

Janelle Muschette Leiba, Guest Writer

In many countries, including Jamaica, companies have traditionally been required by law to appoint a company secretary. Despite the title, the role is not a secretarial or clerical one in the usual sense. The company secretary in today's corporate environment is a senior officer with wide-ranging responsibilities who plays a critical role in the company's organisational structure.

A key responsibility of the company secretary is monitoring and ensuring the company's compliance with relevant legal and regulatory requirements. The individual would also need to provide advice and support to the directors of the company in order to assist them in discharging their fiduciary duties and to assist in the efficient functioning of the company. In carrying out these responsibilities, the company secretary would need to ensure that he or she remains up-to-date on relevant legal and regulatory changes that may affect the company.

In addition to the above, the company secretary has other extensive duties and responsibilities including:

Ensuring compliance with the Companies Act 2004, which imposes numerous obligations on companies regarding the conduct of their affairs with sanctions for breaches;

Organising board and board committee meetings including the formulation of meeting agendas and distributing board papers and other documents required for the meeting in a timely manner;

Ensuring that accurate minutes are kept and that minute books are maintained with certified copies of the minutes;

Assisting in the implementation of corporate strategy by ensuring that the board's decisions are communicated to relevant members of the management team;

Ensuring that shareholders' meetings are held in accordance with the requirements of the Companies Act and the company's articles;

Facilitating the induction and training of directors and making arrangements to obtain directors' and officers' insurance;

Managing relations with any relevant regulatory bodies and the stock exchange - if the company is listed - including making any required disclosures;

Maintaining statutory registers and filing required statutory returns with the Companies Office within required time frames;

Monitoring movements on the register of members to identify any potential takeover bidders.

In more recent times the provision of advice on corporate-governance issues has become an important responsibility for company secretaries as sound corporate governance is increasingly being seen as critical to board and company performance. As a result, today's company secretary would need to continually review developments in corporate governance best practices.

Personal and professional attributes of a successful company secretary include a thorough understanding of the company's business, knowledge of applicable laws and regulations, solid communication skills, being detail oriented, discretion when dealing with confidential information, and the ability to analyse and solve problems.

Having a legal background is quite useful in performing the role of company secretary, and in practice, many company secretaries are attorneys-at-law and some serve as general counsel for their company. However, each organisation would need to decide whether to have two separate officers depending on its specific needs.

Regardless of the decision that is taken in this regard, in light of the critical role which the company secretary performs in the governance and administration of the company's affairs, all companies (in particular public listed companies and other large companies) now require the company secretary to be suitably equipped for these responsibilities.

business@gleanerjm.com