A company secretary is not considered as a member of the board and despite the name, the secretary role is not clerical or secretarial. They are responsible for the efficient administration of the company and with particular regards to ensuring compliance.
No, a company secretary is not a member of the board.
Composition of The Board
Members of the board are usually composed of directors, shareholders, or people with interests in the company. In Singapore, a company is required to hire at least a local director to start with, and the maximum limit for number of directors that is allowed is stated in the company’s constitution. In a situation where your company elects only one director, then you will need to hire a different individual to be the company’s secretary. Typically, it is a requisite for companies in Singapore to have at least a minimum of 2 company officers.
A member of the board usually gets elected in the company’s Annual General Meeting (AGM) and the members are not only limited to directors but may include independent directors and non-executive director.
Independent directors here refer to directors who do not have any material monetary relationship with the company except for their approved remuneration. Non-executive directors are company’s board of directors who is not part of the executive team as they do not engage in the day-today management of the company but is involved in the planning and policy making efforts.
Role of Company Secretary
Although not being a member of the board, the company secretary wears a lot of hats and has vast amount of responsibilities in the company. The major role of a company secretary is to make sure the company complies with the rules and regulations as well as look into the internal proceedings of the company.
Generally, the company secretary is the one who manages the board and making sure that board members are informed of their legal responsibilities towards the company.
A company secretary has advisory role towards the board of directors and serve as a communication liaison so that they can effectively contribute during the AGMs and board meetings. Company secretary also deals with the appointment of any new director to the board.
The company secretary is considered as the guarding of the process of meetings, as they are the sole person responsible in making arrangements for the AGMs and board meetings. Other duties which involves the meeting such as upkeep of formal records of the boards process or decision and keeping minutes of the meeting are also handled by the secretary.
Company Secretary Duties Towards the Board
A company secretary is involved in managing and assisting any matters pertaining to the board of directors. Below are the brief duties of the company secretary towards the board:
Prepares the agenda for AGMs and board meetings and facilitates them.
Advises the board in discharging their duties
Responsible in protecting the shareholders and debenture holders’ rights and issuance of share certificates
Taking care of the transfer of shares and dividend payment.
Communicating with shareholders and ensure company’s confidential information is safe.
Make sure the statutory registers are always updated and open for inspection by the shareholder or members.
Act as a communication channel between the board and shareholders.
Maintain transparency and accountability in company’s operation.
Be in charge of the company’s administrative tasks