I heard a joke at a Human Resources Seminar about an advertisement that was posted for a vacancy for a Corporate Secretary and about 20 secretaries applied. This is in no way to be condescending, I highly value secretaries. Even they will laugh at the joke. There is a huge difference between the tasks assigned to a Corporate Secretary and a Secretary. I always advise my clients to be cautious when appointing a Corporate Secretary. For the removal of all doubt, one of the directors can also function as the Corporate Secretary. The signature of the Corporate Secretary is required on multiple bank documents to open the company bank account so kindly ensure that the Corporate Secretary is easily accessible.
Powers of the Corporate Secretary:
- The Corporate Secretary can be a signatory on the company’s bank account and therefore issue and sign checks;
- The Corporate Secretary prepares and files the Annual Returns with the Companies Registrar;
- The Corporate Secretary can dissolve the Company by appending his or her signature to the relevant document. In the event that relations break down between a director and a corporate secretary, she can bring the company to an end. Of course the procedure takes at least 6 months and creditors, stakeholders will be notified by way of advertisement.
The following represents a list of the responsibilities of Corporate Secretaries:
- Ensuring compliance with statutory and regulatory requirements. There are listed business in Trinidad and Tobago such as Real Estate Companies, Car Dealers that must comply with certain anti money laundering regulations. In terms of procedure, a Compliance Officer should be hired to ensure that the company follows that law with respect to the Financial Intelligence Unit obligations. In the interim, the Corporate Secretary can perform a compliance function.
- Ensuring the integrity of the governance framework;
- Responsible for the efficient administration of a company;
- Implementing decisions made by the Board of Directors;
- Acting as adviser to the company directors;
- Handle company share transaction-issuing new shares, arranging dividend payments and; observing al legal requirements;
- Liaising with auditors, lawyers, tax advisers, bankers and shareholders on board governance issues;
- Attending and taking minutes of director’s and members’ meetings;
- Ensure compliance obligations under relevant laws and the requirements of regulatory authorities are met;
- Directing the activities related to the annual meeting of shareholders;
- Maintaining key corporate documents and records.
What are desirable qualities in a Corporate Secretary?
- Analytical, problem solving skills;
- Management and organizational skills;
- Computer literate;
- Discretion with confidential information;
- Legal background;
- Good communication and interpersonal skills.
The Corporate Secretary works closely with the Board of Directors, the Chief Executive Officer and Senior Officers providing information on Board best practices and tailoring the Board’s governance framework to fit the needs of the company, its directors, employees and shareholders.
The content herein is provided for informational purposes only and not for the purpose of providing legal advice. You should contact your attorney at law to obtain advice with respect to any particular issue or problem.
Antoinette Sydney LLB LEC CAMLFC CFRMP is an author and entrepreneur based in Trinidad and Tobago.
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