A Company Secretary is a vital member in a Board composition. The Board depend on a Company Secretary to ensure integrity and ethical practices are maintained, that’s why in order to fulfil their role effectively company secretaries need to overcome a number of challenges.
Here are our top 6 challenges that we feel a Company Secretary can face and how to overcome them.
1. Understand the business
Every company and every board is different. Therefore it is critical that the Company Secretary knows and understands the business in which they are working. They can be called upon to give advice with very little notice and therefore need to be able to react quickly and decisively. If they don’t have access to all the inside knowledge and information then this can delay their response or create room for error. In order to strengthen their knowledge the Company Secretary needs to work with the other board members but also with the management of the business to really get to know and understand how the business operates.
Related: Duties of Directors: Does my Business requires a Company Secretary?
2. Reporting Obligations
The Company Secretary needs to have a thorough understanding of the company obligations under the Corporations Act 2001 (Cth), ASIC, the ATO and also to any other industry specific regulatory bodies. It is essential that to mitigate risk and avoid any adverse penalties to the business that the Company Secretary is across the requirements and ensures that the company responds to these in a timely manner.
3. Knowing their place on the board
There are defined duties for most board roles, however, each board is different. Therefore the requirements for each person may vary from the standard. It is important that the Company Secretary is clear on what their role is within the board.
4. Building rapport with the rest of the board
Boards are made up of people, and as we all know this comes with struggles in managing varied needs and personalities. The Company Secretary needs to really know and understand the many personalities that are on the board and learn how to get the most value out of each person. Board members are busy people, and the best boards have a strong rapport between its members and understand what is required of each of them. A Company Secretary should know how to get out the best of other members to ensure that issues are resolved quickly and the business can thrive.
5. Support to Chairman
The Company Secretary provides important support to the chairman of the company to ensure the board runs smoothly and efficiently. The Company Secretary ensures the board meets regularly, prepares and circulates meeting notes and takes minutes of meetings. They also drive procedures governing meetings - particularly ensuring requirements are met for the relevant company constitution provisions on quorum requirements, voting procedures and proxies.
6. Blurred lines
Often the Company Secretary can have an additional role within the organisation such as General Counsel. It's important they balance each of the roles and their responsibilities within multiple roles, especially when there is a conflict in priorities.
Here are a list of the main tasks that the Company Secretary is responsible for:
- Maintain a registered office and notify ASIC of changes of address and changes to the principle place of business within 28 days
- For public companies the registered office needs to be open to the public during certain hours
- Notify ASIC of changes to the member register, share structure and issue of shares
- Lodge notices with ASIC that relate to personal details of the directors and secretaries
- Lodge financial reports with ASIC
- Respond to extract of particulars, and to return of particulars
- Notify ASIC of changes to ultimate holding company (proprietary company only)
Azure Group provide Secretarial Services and are experienced in helping both public and private companies manage their compliance, corporate governance and secretarial responsibilities across a brand range of industries. Get it touch today.
CLIENT REVIEW
"Azure Group provides Company Secretarial Services to our ASX listed company... They deal with all matters associated with the role in a no nonsense manner, efficiently and effectively. They have dealt with complicated ASX and compliance related activities very effectively. Our experience with Azure Group has been very positive.”
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