The board secretary is a unique interface between the board and the management, and, as such, can act as an important link between the board and the business. Under state corporation laws, every public company is required to have a corporate secretary, and the individual who fills this role is a valuable member of the executive management team. In addition, the Company Secretary should advise the Chairman on the integration plans or strategies for new directors and training plan for individual directors. The Role of the Corporate Secretary. The Secretary is liable to both the company as well as the shareholders, creditors, employees, consumers, society, regulatory, and the Government. The Company Secretary is responsible for supporting the board and the governance process, providing advice and guidance to the board on company law and the appropriate regulations, its own policies and best practice in corporate governance. This is done by ensuring that the requisite filings as required by regulatory agencies are properly filed within the stipulated time. By institutionalising the corporate governance standards, the Code has effectively rebuilt public trust and confidence in the activities of companies as well as guaranteed the fair and transparent trade and investment. The objective of the principles of Corporate Governance is to align as much as possible the interest of individuals, corporations, and society. Ratification of the same by the audit committee or post facto approval by the audit committee after the transaction has been entered into is not accepted and would be treated as a non-compliance of the regulations. In case the chairperson of the board of directors is a non-executive director. This paper seeks to highlight the concept of Corporate Governance and the role of the Company Secretary in promoting good Corporate Governance. This may be considered a senior position in both private and public companies. The company secretary plays a role in facilitating the development of the Board. The Companies Act, 2013 however specifies that companies which are listed shall have at least 1/3rd of its board of directors as independent directors without making a distinction between the requirements for appointment of the number of independent directors when a chairperson of the board of directors is an executive or a non-executive director. CS is responsible for efficient administration of the company and should supervise, control and coordinate the functioning of the departments of the organization. First, it allows the GC to structure business arrangements in ways that are favourable to the corporation's long-term goals. In this article, Nandish Joshi pursuingM.A, in Business Law from NUJS, Kolkatadiscusses theRole of Company Secretary in Good Corporate Governance. It ensures that corporate managers run their businesses successfully and take care of long term interests of the stakeholders of the company. The Company Secretary in playing its role in promoting the Corporate Governance principles act as a compliance officer: To ensure proper compliance with all relevant statutory and regulatory requirements. The company secretary's role is purely administrative which includes the following: Arranging and liaising with the chairman and/or managing director for agenda papers and items for the agenda. Ashish M. Shaji has done his graduation in law (BA. The great thoughts and deeds of Mahatma Gandhi or Mother Teresa are the result of their consciousness. What Is Sarbanes Oxley and Corporate Governance? These principles, although made in the form of recommendations, are generally not enforceable against the companies, are enacted primarily to guide their activities. One of the salient duties of a Company Secretary has a duty to advise the Board of Directors, through the Chairman of the Board, on all corporate governance and compliance matters. Unless some serious steps are taken, the matter can go from bad to worse, and the public credibility in the company management may be lost, therefore, as an in-house whole time conscience keeper, Role of Company Secretary is a major one, and if needed, his service conditions should be strengthened to give him independence. In reality, as we will notice later, it has many roles and functions. The CS is a unique interface between the board as well as Companys management and acts as a vital link between the board and the business. Weekly Competition Week 1 December 2019, Weekly Competition Week 2 December 2019, Weekly Competition Week 3 December 2019, Weekly Competition Week 4 December 2019, Weekly Competition Week 1 November 2019, Weekly Competition Week 2 November 2019, Weekly Competition Week 3 November 2019, Weekly Competition Week 4 November 2019, Weekly Competition Week 2 October 2019, Weekly Competition Week 3 October 2019, Weekly Competition Week 4 October 2019, Weekly Competition Week 3 September 2019, Weekly Competition Week 4 September 2019. The company secretary plays a leading role in good governance by helping the board and its committees to function effectively and in accordance with their terms of reference and best practices . Company secretary not only acts as the kmp of the company but he acts as the compliance regulator of the company. The regulations further stipulate that the code shall incorporate the duties of the independent directors as laid down in the Companies Act, 2013. Board support responsibilities include: Calendaring meetings, deadlines, and many other matters for the board and its committees. Also, the corporation must respect the right of society, as well as shareholders. The functional responsibility is to the Board through the Chairman, while administratively, he reports to the MD/CEO. Company secretary or the registrar and share transfer agent shall be responsible for grievance redressal of shareholders complaints and resolve the same registered on scores platform or with NSE or BSE. The role of the company secretary in Pakistan- current perspectives complied with. Where the Company Secretary is an employee of the company, he should be a member of senior management and should be appointed through a rigorous selection process similar to that of new Directors. The governance framework encompasses the board and its committees. | Powered by, Role of Company Secretary in promoting Good Corporate Governance. Corporations, whether through family-based companies or state firms, operate with parameters that are established via state law and through various regulations. The Entity Governance & Compliance team consists of 55+ members across London, Birmingham, Manchester and Belfast.. The companies act stipulates that the policy shall be included in the board report, while no such requirement has been made in the listing regulations. While the provisions for omnibus approval are the same, the regulations state that where the need for related party transaction cannot be foreseen and the details regarding the same are not available the audit committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. The governance framework is made to encourage the efficient use of a Companys resources and equally to promote accountability for the stewardship of the resources. However, the position of the Company Secretary has undergone a lot of changes and had been endorsed by both judicial decisions and Statutes. Under CAMA, section 298 highlighted the duties of the Company Secretary as follows: Role Of A Secretary In Promoting Good Corporate Governance. The Board is confident that it is applying the QCA Code across the main areas of delivering growth, maintaining a dynamic management framework and building trust. These functions are vital to ensure good corporate governance. Corporate governance means system of rules, practices, and processes through which a company is controlled. This core role alone is becoming more challenging as the work of the board and its committees expands to meet the . Booking and preparing the meeting room. board, its shareholders and other stakeholder. Financially literate has been defined to mean the ability to read and understand basis financial statements and having accounting or related financial management expertise is defined to mean having requisite professional certification in accounting or any other comparable experience or background which results in the individuals financial sophistication including being a CEO or CFO or such other senior officer with financial oversight responsibilities. Some of the directors may attend the board meeting through video conferencing, the facility of which shall be provided by the company. The job of the company secretary is to ensure good governance Government has assigned the responsibility of good corporate governance to the company secretaries of india. While a blanket limit has been specified by the regulations, the act lays down individual limits for each of the related party transaction specified under section 188 of the act. Basic Corporate Governance; including the history of governance, governance . Corporate governance also establishes boundaries in which companies can establish goals. Over the years, there had been a misapprehension of the concept of a secretary as same has been equated to the position of a clerk. Our Upanishads mentioned the hierarchy of human needs and different layers along with the levels of needs. The regulations stipulate that the committee shall have a minimum of 3 directors as its members and 2/3rd of the members shall be independent directors. Some of the key roles played by the Company Secretary include; The company secretary plays an important role in good governance by assisting the Board of Directors and its committees in effectively carrying out their duties. Where this is achieved, it makes liaising with the regulators easier and cordial. UpCounsel accepts only the top 5 percent of years to its site. This allows corporations to attract employees and raise capital from investors. Role of the Company Secretary IoD Professional Development Or get in touch with our team Ensuring that the company complies with secretarial standards. The Role of the Corporate Secretary in Sustainability Governance summarizes the key drivers of this trend, including: Board awareness of the materiality of the risks and opportunities from sustainability trends. Company secretary is responsible for appointment of independent directors in such a way that the directors fulfill the criteria laid down in companies act and listing regulations. Likewise, government also need to shape an effective regulatory framework that gives enough flexibility to permit markets to function effectively and respond to shareholders expectations and other stakeholders. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. Nicholas J. Published: June 4, 2019 The traditional role of the company secretary used to be heavily slanted towards ensuring regulatory (or legal) compliance and corporate records administration. All company secretaries and compliance officers of listed entities, their auditors, audit committee and board of directors need to have thorough understanding of the rots. The core roles are identified, relevant in terms of the historic development of the office and the South African specific definition of corporate governance, to be tested against practice by way . Accordingly, the promotion of Corporate Governance principles is incidentally within the scope of the responsibilities of Company Secretaries.

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