Corporate secretary: duties

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

To enter the global market and become attractive to investors, creditors need to establish governance. In order to increase the efficiency of the company's work, a new position was added to the state by law - a corporate secretary.

This person is the face of the company. Thanks to him, the secretary, there is interaction between the company's employees - the board of directors, top managers and owners of the joint-stock company.

International and Russian practice

In foreign companies, the secretary of the society or the secretary of the company appeared quite a long time ago and occupies a significant position in the corporation. He is a pivotal link in the administration of the main areas of the company's activities. This is most likely due to the level of management and business traditions that have developed in different countries.

Legal regulations incertain countries oblige large public companies to have this position on their staff. For example:

• The Companies Act 1985 (UK).
• Corporations Act 1991 (Australia).

In Russian companies in 2002 they mentioned the functions and powers of corporate secretaries. The authorized commission of the federal level for the securities market developed the Code of Corporate Conduct, approved by the Government of the Russian Federation in the same year.

First of all, joint-stock companies had to introduce this position into their staff, thanks to which, after a certain period of time, positive results were noticeable.

Corporate Secretary in Russia

Working as a corporate secretary is a big responsibility. He is the guarantor in the relations of the board of directors with other members of the company. The Secretary ensures the protection of the interests of all parties by complying with legislative and internal statutory documents.

Through the settlement of emerging conflicts, channels between the board of directors and the board are noticeably improved. There is increased control over the execution of decisions put forward and the processing of information, which contributes to a more balanced and productive management.

Who is this position for?

Before choosing someone for this responsible position, it is worth deciding on the duties of the secretary of the society. List of officialsduties included in the performance of the corporate secretary is quite wide. For example, this is assistance to members of the board and the committee in providing professional advice, information coverage, organizing meetings of shareholders and holding them, resolving conflict situations, maintaining internal documentation and any corporate actions within the law. This list is not complete, but thanks to it you can understand who should be entrusted with this position.

In practice, it has been observed that lawyers most often perform the duties of a society secretary. Such qualities as knowledge of laws, record keeping and information disclosure speak in favor of them. They are able to provide legal protection and provide professional assistance. The weak side is the lack of organizational skills, insufficient knowledge about the conduct of meetings of shareholders.

A pretty good corporate secretary can be the head of the legal department. Unlike an ordinary lawyer, he has managerial skills. At his disposal is a team of employees who carry out small assignments. The disadvantages of such a candidate include the unwillingness to do small work and the fact that he can cost the company quite expensive.

Quite often there is a chief accountant who combines the work of a secretary. Most likely, this appointment is driven by the frequent fulfillment of duties of other employees. True, there are more minuses than pluses. Positive can be called document management and performance of monotonous work. The disadvantages are the lack of knowledge of corporate governance, corporate law, conflict resolution skills, lack of legal education and competence in organizing and holding shareholder meetings.

From the above information, we can conclude that no one will be able to completely replace the company secretary. The corporate secretary of a joint-stock company has the necessary knowledge in full. True, the personal qualities of a person, his desires and aspirations are important.

Basic job requirements

High responsibility implies high demands. Appointment to a position such as corporate secretary is handled by the board of directors.

Main requirements can be identified:

1. Higher education (legal or economics).
2. Knowledge of stock markets (Russian and foreign).
3. Knowledge of the laws of the Russian Federation relating to joint stock law, drafting regulations.
4. Experience in the field of management, knowledge of the main standards of Russian and international corporate governance and economic and financial activities.
5. Responsibility, sociability, a sense of humor and high stress tolerance. As well as responsibility, the ability to resolve conflict situations, organizational and analytical skills.
6. Free use of PC.

If the securities of the company of shareholders are included in the lists of foreign exchanges, the corporate secretary mustunderstand international law.

There may be several employees on the staff of the corporate secretary who perform certain functions. Depending on the size of the company, their number can be up to seven people. The organization secretary himself may be accountable to the board of directors or the CEO.

Position benefits

The importance of such a position as a corporate secretary, whose duties cannot be underestimated, is difficult to overestimate. He is able to influence the success and fruitfulness of the aspirations of the joint-stock company. The lack of communication between the links of the hierarchical chain in the company can lead to many problems. We can single out such problems as criminal and administrative liability, corporate conflicts, loss of reputation of a joint-stock company, and a possible decrease in share prices.

The confidence of investors and shareholders depends on the reputation of the company. They expect management to act in their best interests. The secretary of the association, whose tasks and functions are specified in the charter and code of the joint-stock company, will cope with this task most effectively.

Main Functions

The functions of the Corporate Secretary are detailed in the Code of Corporate Conduct. The importance of the role of this position in the company is indicated by such powers as:

• notice all persons participating in the meeting of shareholders;
• listing those who willattend the meeting;
• delivery of bulletins to shareholders of the shareholders' meeting;
• providing access to the necessary information;
• distributing certified copies of materials needed by shareholders at the meeting;
• consulting and answering questions of interest to all during the meeting;
• collection and transfer of completed ballots of the counting commission;
• providing information on the final results of the voting;
• legal advice and protection of shareholder rights.

Training

There is an opportunity for advanced training in a position such as a corporate secretary, training will help with this. With the growth in demand, higher pay and high demands on the profession, all sorts of educational institutions and seminars on the topic of business appeared in Russia. There is an opportunity to take corporate secretary courses.

Conclusion

Russian companies, having adopted the experience of foreign ones, are developing the effectiveness of the institution of corporate secretaries, practicing the creation of successful organizational activities. They are trying to demonstrate positive changes in the transformation of corporate governance, thereby enhancing the image of Russian joint-stock companies.