UNDERSTANDING THE ROLE OF THE COMPANY SECRETARY
By Adrian, Compliance and Governance Officer at Corpus Globe Corporate Solutions (CGCSo)
The company secretary serves as a key advisor on the proper conduct of business, guided by statutory and regulatory requirements as well as principles of corporate governance.
The term statutory and regulatory requirements express two types of requirements:
- Statutory requirements
- Regulatory requirements
Both statutory and regulatory requirements are non-negotiable. Failure to comply may result in a fine or penalty and possibly a custodial sentence for those responsible for such failure.
Statutory requirements stem from laws, while regulatory requirements come from rules set by regulators. Together, they assign responsibilities to companies, including self-regulation. Corporate governance provides the framework for decision-making, accountability, and transparency to protect the interests of members and stakeholders.
A company secretary plays a key role in ensuring regulatory compliance, maintaining accurate statutory records, and supporting the board with governance and administrative functions. Their expertise helps safeguard the company’s legal standing and enhances effective decision-making at board level.
The duties of a company secretary may vary from one business entity to another but are broadly divided into responsibilities to the (1) board; (2) the company; (3) the members and relevant stakeholders.
Section 83 of the Companies Act No. 10 of 2017, outlines the primary duties and responsibilities of a company secretary. It is imperative that every company has a competent secretary. A company must ensure compliance with the provisions of Section 82(5) when appointing a company secretary.
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