The corporate secretary must have an unblemished reputation to be trusted by shareholders. When looking for such a specialist, it is worth checking whether he will have enough independence, authority, and resources to carry out important functions.
The role of the corporate secretary
According to global statistics, corporate lawyers are the highest-paid legal professionals. The main function of a specialist in the field of corporate governance for us is to comply with the law. But it is possible to expand the boundaries and include the optimization of the company’s activities and concern for its investment attractiveness in the duties of a corporate lawyer. Such a specialist can already claim high income and even super income. Most often, such functionality is endowed with a corporate secretary.
The corporate secretary coordinates the work of the board of directors in the joint-stock company and ensures interaction between shareholders. The task of this specialist is to improve management efficiency, increase investment attractiveness, and achieve capitalization growth.
Key responsibilities of the secretary
On the one hand, the work of a secretary is very precise – you need to monitor compliance with the law, understand the procedure for disclosing information, and understand the consequences of mistakes. But, on the other hand, it is creative, where you need to apply your knowledge and experience, as well as the experience of other companies.
The key duty, usually prescribed in all vacancies of the corporate secretary, is the organization of the company’s general meeting. It means that it is necessary to provide the company’s documents to its shareholders, ensure the keeping of meeting minutes, organize the meeting processes, vote, and count ballots. As a result, it is necessary to prepare minutes of decisions of the board of directors and other management bodies of the company, as well as monitor their implementation.
In addition, it is necessary to publicly disclose information about the company’s activities, provide documents to shareholders at their request, and interact with regulatory authorities and professional participants in the securities market. It is also necessary to organize the implementation of corporate procedures, develop proposals for improving the efficiency of company management and deal with the regulation of corporate conflicts.
The duties of the secretary include:
- The development of constituent and internal documents of the company;
- Documents related to the procedures for reorganizing and liquidating the company and its affiliates;
- Documents on the acquisition or alienation of shares or shares in the authorized capital of legal entities.
Requirements for a corporate secretary position
Before appointing a person to the position of corporate secretary, it is necessary to decide what should be placed on his shoulders. So, a good company secretary should be aware of the following questions:
- Legal support for the creation of a corporation;
- Regulation of the rights and obligations of shareholders, the nuances of using corporate agreements and constituent documents;
- Legal support for major transactions;
- Legal support of corporate governance, the work of the general meeting;
- Features of organizing and ensuring the work of the general meeting, the consequences of the absence of a quorum, the nuances of the procedure for voting and certification of results, and the process for drawing up minutes and storing documents;
- Problems with challenging and certifying decisions from the point of view of normative documents;
- The nuances of working with the board of directors, ensuring their legal activities;
- Factors to improve the efficiency of the board of directors.