What are the duties of a company secretary?

The Company Secretary will need to fulfill the following duties:
1.Board Meetings
Facilitating the smooth operation of the company‘s formal decision making and reporting machinery; organizing board and board committee meetings [e.g. audit, remuneration, nomination committees etc]; formulating meeting agendas with the chairman and/or the chief executive and advising management on content and organization of memoranda or presentations for the meetings; collecting, organizing and distributing information, documents or other papers required for the meeting; ensuring that all meetings are minuted and that the minute books are properly maintained and that all Board committees are properly constituted and provided with clear terms of reference.

2.General Meetings
Ensuring that an Annual General Meeting is held in accordance with the requirements of the Companies Act and the company‘s Articles of Association; obtaining internal and external agreement to all documentation for circulation to shareholders; preparing and issuing notices of meetings, and distributing proxy forms; preparing directors for any shareholder questions and helping them create briefing materials; over-seeing the preparations for security arrangements.
At meetings, ensuring that proxy forms are correctly processed and that the voting process is carried out correctly; coordinating the administration and minuting of meetings.

3.Memorandum & Articles of Association
Ensuring that the company complies with its Memorandum and Articles of Association; drafting and incorporating amendments in accordance with correct procedures.

4.Stock Exchange Requirements
Monitoring and ensuring compliance with the Stock Exchange requirements as well as supervising the implementation of the model code and/or the company code for dealing in the company‘s securities, as appropriate; managing relations with the Stock Exchange through the company‘s brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; making applications for listing of additional issues of securities.

4.Statutory Registers
Maintaining the following statutory registers:
- Members
- Mortgage and charges;
- Directors and secretary;
-Directors‘ interests in shares and debentures;
- Interests in voting shares;
- Debenture holders [if applicable].

5.Statutory Returns
Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are:
- Annual returns
- Report & accounts;
-Amended Memorandum and
-Articles of Association;
- Returns of allotments;
- Notices of appointment, removal and resignation of directors and/or the Company Secretary;
- Notices of removal or resignation of the auditors;
- Change of registered office;
- Resolutions in accordance with the Companies Act.

6.Report & Accounts
Co-ordinating the publication and distribution of the company‘s annual report and accounts and interim statements, in consultation with the company‘s internal and external advisers, in particular, when preparing the directors‘ report.

7.Share Registration
Maintaining the Company‘s register of members; dealing with transfers and other matters affecting share-holding; dealing with queries and requests from shareholders.

8.Shareholder Communications
Communicating with the shareholders [e.g. through circulars]; arranging payment of dividends and interest; issuing documentation regarding rights issues, capitalization issues, and maintaining good shareholder relations; maintaining good relations with institutional shareholders and their investment committees.

9.Shareholder Monitoring
Monitoring movements on the register of members to identify any apparent =stake-building‘ in the company‘s shares; making appropriate enquiries of members as to the beneficial ownership of holdings.

10. Share and Capital Issues and Restructuring
Implementing properly authorized changes in the structure of the company‘s share and loan capital; devising, implementing and administering directors‘ and employees‘ share participation schemes.

11.Acquisitions, Disposals & Mergers
Participating as a key member of the company team established to implement corporate acquisitions, disposals and mergers; protecting the company‘s interests by ensuring the effectiveness of all documentation; ensuring that due diligence disclosures enable proper commercial evaluation prior to completion of a trans-action; ensuring that the correct authority is in place to allow timely execution of documentation.

12.Corporate Governance
Continually reviewing developments in corporate governance; facilitating the proper induction of directors into their role; advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with company law and, if applicable, Stock Exchange requirements; counselling them when preparing presentations and memoranda.

13.Non-Executive Directors
Acting as a channel of communication and information for non-executive directors.

14.Company Seal
Ensuring the safe custody and proper use of any company seals.

15.Registered Office
Establishing and administering the registered office; attending to the receipt, co-ordination and distribution of official correspondence received by the company, sent to its registered office; ensuring the provision of facilities for the public inspection of company register and documents.

16.Company Identity
Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that the company‘s name is dis-played conspicuously outside all places of business.

17.Subsidiary Companies
Ensuring that procedures are in place for the correct administration of subsidiary companies and that correct information is given to the holding company; maintaining a record of the group‘s structure.
18.General Compliance
Monitoring and laying in place procedures which allow for compliance with relevant regulatory and legal requirements, in particular under the Companies Acts, including legal requirements on retention of documents; retaining the minimum set of records required for commercial reasons; ensuring that procedures are in place to allow adequate historical archives to be maintained.

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joseph rimiru answered the question on November 27, 2017 at 17:57