If you’d like to know what a job as a Company Secretary involves – look no further! Below we’re listing plenty of information on the role of a Company Secretary in Guernsey.
What is the role of a Company Secretary?
A company secretary is responsible for the efficient administration of a company, particularly with regards to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented. Despite the name, the role is not secretarial or clerical.
Who needs a Company Secretary?
All public companies are obliged to have a company secretary. In April 2008, as a result of the Companies Act 2006, the post became optional for private companies unless their articles of association explicitly require them to have one.
In Guernsey, company secretaries may be employed by trust management or fund management businesses, in other finance sector organisations or in the commercial sector.
When a company secretary is appointed in the UK, Companies House must be notified together with any change of details or the termination of the appointment.
The Formal Duties of a Company Secretary
According to the Institute of Directors, the formal duties of a company secretary areThe secretary is an officer of the company and their duties can be wide-ranging. While the Companies Act does not generally specify the role of the company secretary, they usually undertake the following duties: Maintaining the company’s statutory books, including:
• a register of present and past directors and secretaries
• a register of all shareholders, past, and present and their shareholdings
• a register of any charges on the company’s assets
• minutes of general meetings and board meetings
• a register of the debenture holders (typically banks)
• Filing annual returns at Companies House/the Guernsey Company Registry. Other documents which must be filed include the directors’ report and auditors’ report (unless the company is exempt), and financial statements, including details of the company’s assets and liabilities.
• Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes at the meetings to record the business transacted and the decisions taken.
• Informing Companies House of any significant changes in the company’s structure or management, for example, the appointment or resignation of directors. Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices.
• Ensuring the security of the company’s legal documents, including, for example, the certificate of incorporation and memorandum and articles of association.
• Deciding on the company’s policy for the filing and retention of documents.
• Advising directors on their duties and ensuring that they comply with corporate legislation and the articles of association of the company.
Additional Duties of a Company Secretary
The company secretary will often be required to take on a variety of additional administrative duties. Typically, these may include: </p>
• Company pension scheme
• Administration of share schemes
• PAYE & payroll
• VAT registration
• Management of the company’s premises and facilities
• Office management
• Compliance with data protection and health and safety requirements
• Intellectual property
For public companies, the company secretary will also be responsible for compliance with the requirements of the Stock Exchange, management of the company’s registrars and compliance with the UK Corporate Governance Code.
How Important is the Company Secretary?
With the increasing focus in recent years on corporate governance, the role of the company secretary has grown in importance. In many ways, the secretary is now seen as the guardian of the company’s proper compliance with both the law and best practice.
Qualifications for a Company Secretary
Company secretaries in the private sector are not required to have any particular qualifications or experience. However, in a public company, the directors must make sure, as far as is reasonably possible, that the company secretary has "the requisite knowledge and experience to discharge the functions of secretary of the company". In addition, in the public sector, they must meet one or more of the following qualifications:
Be a member of any of the following bodies:
• the Institute of Chartered Accountants in England and Wales
• the Institute of Chartered Accountants of Scotland
• Association of Chartered Certified Accountants
• <the Institute of Chartered Accountants in Ireland
• <the Institute of Chartered Secretaries and Administrators
• the Chartered Institute of Management Accountants; or
• the Chartered Institute of Public Finance and Accounting
• Have held the office of company secretary of a public company for at least 3 out of the 5 years immediately before their appointment as secretary
• Be a barrister, advocate or solicitor called or admitted in any part of the UK
• Be a person who by virtue of their holding or having held any other position or their being a member of any other body, appears to the directors to be capable of discharging the functions of the secretary of the company. (Companies Act 2006, s.273)