In the UK all public companies are obliged to have a company secretary; private companies are no longer required to do so, unless their articles of association explicitly require them to. A company secretary does not need to be an individual but can instead be another company or a partnership.
A company secretary may not be a director, but will attend all board meetings and is directly answerable to the board; one of their prime functions is to produce minutes of a board meeting, which must be kept for at least 10 years.
The secretary will often be liable for breach of duty in the same way as board members. If they have prime responsibility for statutory tasks and there is a failure to comply, they will be the person in default and liable to a fine.
In a public company, the directors must make sure, as far as is reasonably possible, that the secretary has “the requisite knowledge and experience to discharge the functions of secretary of the company” and has the requisite qualifications, such as chartered accountant or chartered secretary.
They are responsible for advising the directors and board, maintaining the company’s statutory registers and books, and filing annual returns. They arrange meetings of the company’s directors and shareholders and ensure proper notices of meetings are issued; they prepare agendas, circulate relevant papers and take and produce minutes to record the business transacted at the meetings and the decisions taken.
The obligations and responsibilities of the company secretary necessitate them playing a leading role in the good governance of companies by supporting the chairman and helping the board and its committees to function efficiently.
The company secretary should report to the chairman on all board governance matters. This does not preclude them from also reporting to the CEO in relation to his or her other executive management responsibilities.
The appointment and removal of the company secretary should be a matter for the board as a whole, and the remuneration of the company secretary might be determined by the remuneration committee.