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The Company Secretary – Keeper of Secrets, Defender of Corporate Governance The role of a Company Secretory is a very confidential one and encompasses many responsibilities associated with, as the name suggests, secretarial-type duties that are necessary for the smooth administration of the organization. In a sense, the company secretary can become the confidant of the Chair and other directors, and keep to themselves much of the discussion around the board table that does not appear in the minutes. They also provide guidance to the Chair and board members about their duties and responsibilities where necessary. The position of Company Secretary is required by statute under the Corporations Act for public companies and is still a desirable position to be filled by a capable person for all other companies. Effectively, the company secretary is the chief administration officer in the company, and as such, generally has access to all records and proceedings of the organization. Benefits of the Role of Company Secretary Since the appointment of a company secretary is not a legal requirement for entities other than public companies, some proprietary companies have decided not to fill the position. However, when the duties performed in this role for a public company are considered, it is hard to imagine how these same duties will get done for other entities unless they are clearly delegated. It would be much easier to simply appoint a company secretary. A major role of the company secretary is to keep all the company’s records, books and registers. They are also responsible for ensuring that any ASIC notifications are made in the required format and timeframe. Keeping the company registers involves four separate registers which can be kept in hard copy form, or as a computer file provided it can be produced in written form when required. They are also required to keep up-to-date records of directors' and members' minutes, information regarding the directors and secretary, and copies of all ASIC forms lodged. Heavy Responsibility for Compliance on Company Secretary Once these registers are set up, the company secretary must notify ASIC of the physical location of the registers. These are required to be kept either at the company’s registered address, the office of the company’s principal place of business, the place where the maintenance of the registers is done, for example, the accountant’s or solicitor’s office, or other location approved by ASIC. There are specific requirements as to the content of the registers and it is the responsibility of the company secretary to make sure these requirements are adhered to. The company secretary also organizes meetings, prepares the minutes which must be an accurate record of what has transpired, and if there was no meeting, to record any resolutions. It is a very responsible role, best suited to a person who enjoys administrative work and who understands the constraints under which it is performed. Having a company secretary where there is no legislative requirement for the position ensures good corporate governance. If you want to know more about this company then Click Here
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