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Company secretary: Job description

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Company secretaries are responsible for ensuring that an organisation complies with standard financial and legal practice and maintains high standards of corporate governance.

Although they are not strictly required to provide legal advice, company secretaries must have a thorough understanding of the laws that affect their areas of work.

Company secretaries hold a strategic position at the heart of governance operations within an organisation and act as a point of communication between the board of directors and company shareholders, reporting in a timely and accurate manner on company procedures and developments.

They can also provide an important link between the board of directors and an organisation's executive management.

Public limited companies are legally required to employ a company secretary and many private companies also have the role. Positions can be found across all sectors, in the public and not-for-profit sectors in particular.

Alternative job titles may include 'head of governance' or 'head of democratic services'.

Typical work activities

Company secretaries work in and around the board, usually reporting to the chairman. This provides the opportunity to offer advice and guidance on matters of law and governance at the very top of organisations.

The role covers a range of functions, and specific tasks vary depending on the type and size of the company. However, typical activities include:

  • organising and preparing agendas and papers for board meetings, committees and annual general meetings (AGMs);
  • taking minutes, drafting resolutions, lodging required forms and annual returns with Companies House;
  • following up on actions from meetings;
  • overseeing policies, making sure they are kept up to date and referred to the appropriate committee for approval;
  • maintaining statutory books, including registers of members, directors and secretaries;
  • dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders;
  • contributing to meeting discussions as and when required, and advising members of the legal, governance, accounting and tax implications of proposed policies;
  • monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
  • liaising with external regulators and advisers, such as lawyers and auditors;
  • taking responsibility for the health and safety of employees and managing matters related to insurance and property;
  • developing and overseeing the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements.

The work of a company secretary in a publicly listed company will be more specialised than in a smaller private company. For example, the liaison role with shareholders and compliance responsibilities may make up a major part of the work and can include:

  • maintaining the register of shareholders and monitoring changes in share ownership of the company;
  • paying dividends and managing share option schemes;
  • taking a role in share issues, mergers and takeovers.

In small businesses, other duties commonly undertaken by company secretaries include:

  • monitoring the administration of the company's pension scheme;
  • overseeing and renewing insurance cover for employees, equipment and premises;
  • entering into contractual agreements with suppliers and customers;
  • managing office space and property as well as dealing with personnel administration;
  • overseeing public relations and aspects of financial management.
Written by AGCAS editors
July 2015

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