A Company Secretary is a professional whose role in a corporate set up is that of an advisor for legal matters. A Company Secretary is a very important member of the company's management who ensures that an organization complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company Secretaries are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law.
In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member. Many Corporate Secretaries of North American public companies are lawyers and some serve as their corporation's General Counsel. In the United States it is known as a Corporate Secretary.
There is a special rule about company secretary in the UK despite differences in the name of the organizations - it is the same for all publicly traded companies. The secretary (or each joint secretary) of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfill the functions and who for at least three of the five years before their appointment, held the office of secretary of a non-private company; or is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or is a member of any of the following bodies:
• the Institute of Chartered Accountants in England and Wales;
• the Institute of Chartered Accountants of Scotland;
• the Institute of Chartered Accountants in Ireland;
• the Institute of Chartered Secretaries and Administrators;
• the Chartered Association of Certified Accountants;
• The Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); the Chartered Institute of Public Finance and Accountancy.
FUNCTIONS OF A COMPANY SECRETARY
A company secretary has been recognized by law as one of the principal officers of the Company. The knowledge that he or she acquires during training makes him or her versatile enough to carry out functions in various areas like finance, accounts, legal administration and personnel division. Training as a Company Secretary equips a person to handle legal aspects that need to be covered for incorporation, formation, promotion, amalgamation, reorganization or winding up of a company. If a company goes public, then management of the public issue falls under the ambit of a Company Secretary's responsibility. All legalities involved with inter-corporate investments and loans are looked after by a Company Secretary. � All responsibilities attached to meetings of Board of Directors are attached to the Company Secretary. He or she is responsible for scheduling them in consultation with other members of the management team, conduct the meetings and maintain all records related to the meetings.
Depending upon the needs of the company that he or she is working for, a Company Secretary is required to handle matters related to central/state sales tax, excise laws, labour laws and corporate laws. Looking into the details of processing applications for management appointments and their remuneration is also the responsibility of a Company Secretary. A Company Secretary handles matters related to obtaining institutional finance. The Company secretary is authorized to sign the annual returns of the company, as also represent the company when a situation demands it.
Today's global scene shows a focus on the development of the corporate sector. Growth automatically translates into the involvement legalities of various kinds. And this falls under the purview of a Company Secretary. Companies need advice from a person with a thorough knowledge of all relevant laws. This service is provided for by the Company Secretary. Company secretary has a great scope of employment in Private companies, consulting firms, financial institutions, banks, Department of company affairs and other regulatory bodies. A combination of experience and expertise can lead to appointment at top level positions like chairman, directors and managing director, in reputed organisations.Initially the career may begin with designation of a Junior Secretarial Officer, depending upon the experience and hard work it can rise upto senior level positions of Company Secretary and even Finance Advisor. So the employment potential in the corporate sector is very high.
Openings are also available in government sectors, in bodies like the Bureau of Public Enterprises, government financial institutions and stock exchanges. Other government openings are the Accounts branch of the Central Government Law Services; the finance, law, accounts and merchant banking divisions of nationalized banks. An option for the academically inclined is as lectures in universities.
Jonathan Dooley founded the forensic accounting and corporate advisory services divisions of Vincents in 1991 having previously worked at KPMG. Since that time he has overseen the expansion of Vincents Forensic Accounting into one of Australia's leading specialist forensic accounting firms. A pioneer in the field of forensic accounting, Jonathan has experience in insurance litigation, commercial disputes, fraud investigations, valuations, due diligence reviews, transaction management and capital rising. Jonathan is regularly called upon to provide expert witness testimony in the District and Supreme Courts of Queensland, the Supreme Court of NSW and the Federal Court of Australia. He is a member of the Institute of Chartered Accountants in Australia and a Fellow of the Australian Institute of Company Directors.
Elia Lytras is an Expert Witness and Forensic Accountant based in Brisbane who has worked on local, national and international engagements. Prior to joining Vincents in 2002, Elia was the Chief Financial Officer and Company Secretary of an unlisted public company in which he was also a shareholder. Elia's forensic accounting expertise began at KPMG where he was a Manager in the firm's Management Consulting and Corporate Finance Division. Elia specialises in commercial litigation disputes, corporate valuations and fraud investigations. He has also been engaged in matrimonial and property settlement disputes. He has provided expert opinion for matters in the Federal Court of Australia, the Supreme Courts of Queensland and Western Australia, the District Courts of Queensland and New South Wales, the Family Court of Australia and the Queensland Retail Shop Leases Tribunal. Elia has provided expert witness testimony on a number of occasions in the Federal Court of Australia and within the Queensland Courts system.
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