What is the Role of the Company Secretary

Responsibilities of the Company Secretary
In Australia, the company secretary plays a critical role in ensuring that the organisation adheres to legal and regulatory standards while supporting the board and its leadership. This role can be found under most companies acts or similar legislation, and it's a senior position with a mix of legal, compliance, and advisory responsibilities.

For listed companies, the company secretary's importance is amplified, with a range of additional legal and regulatory obligations.

Key Areas of the Company Secretary’s Role

1. Legal Compliance

   • Ensuring the company meets all relevant legal and regulatory obligations in Australia.

   • Keeping accurate records and filing statutory returns as required by Australian law.

   • Maintaining compliance with corporate governance codes, like the ASX Corporate Governance Council Principles.

2. Supporting the Board

   • Providing support to the board of directors and committees across various governance functions.

   • Organising board meetings, preparing agendas, and ensuring timely distribution of meeting papers.

   • Keeping board members well-informed about their legal duties and regulatory responsibilities.

3. Communicating with Shareholders

   • Facilitating annual general meetings (AGMs) and other shareholder meetings.

   • Responding to shareholder inquiries, keeping them updated on important company matters.

   • Ensuring transparency by keeping shareholders informed on key developments.

4. Risk Management

   • Overseeing the company’s risk management processes and strategies.

   • Monitoring the company’s exposure to potential risks and ensuring these are adequately mitigated.

   • Advising on risk-related issues to support sound decision-making.

5. Company Secretarial Support

   • Managing the company’s register of shareholders and ensuring it is up to date.

   • Ensuring that the company is fully compliant with Australian laws and regulations.

   • Providing general administrative and governance support to the board and C-suite.

Company Secretary as the Glue of the Organisation

A skilled company secretary is often at the heart of an organisation, much like the Chairman of the Board. They work closely with the CEO, CFO, and other senior leaders, ensuring that meetings run smoothly, agendas are prepared, and compliance is maintained.

Given the rise of remote working and virtual board meetings, the role of the company secretary has never been more critical. They're not just a legal advisor; they’re the backbone of corporate governance and help ensure everything runs seamlessly in an increasingly digital world.

Listed Company Secretarial Duties

For companies listed on the ASX or other exchanges, the company secretary also carries specific duties, including:

1. Compliance with Listing Rules

   • Ensuring the company complies with the listing rules of the ASX or relevant stock exchange.

   • Ensuring that announcements and disclosures to the exchange are accurate and timely.

2. Insider Trading Compliance

   • Ensuring the company complies with insider trading regulations under Australian law.

   • Educating directors and employees about their obligations regarding the trading of the company’s stocks.

3. Disclosure Requirements

   • Ensuring that all necessary disclosures are made to meet regulatory requirements.

   • Overseeing the preparation and accuracy of financial statements, ensuring they meet Australian Accounting Standards.

   • Ensuring that investors are made aware of any material information that may affect their decisions.

Conclusion

In Australia, the company secretary is central to ensuring a company runs legally and efficiently. From managing governance and compliance to acting as the liaison between the board and shareholders, the company secretary ensures that all processes are followed, decisions are documented, and the company meets its regulatory obligations. With the rise of hybrid and virtual meetings, the role of the company secretary has become more crucial than ever in keeping everything connected and compliant.

[Updated: March 2025]