Exercise Solutions Available
Step-by-step answers for all textbook questions in this chapter
Quick Summary
The company secretary is the connecting officer between the company, directors, shareholders, and regulatory authorities. The role combines law, administration, records, and communication.
Meaning
A company secretary is a qualified officer appointed to perform secretarial and compliance functions for the company.
Key Qualities
- Knowledge of company law
- Organising ability
- Accuracy in records
- Communication skill
- Integrity and confidentiality
Main Functions
Before Meetings
- Issue notices
- Prepare agenda
- Arrange documents
During Meetings
- Assist the chairperson
- Record proceedings
- Clarify procedural matters
After Meetings
- Prepare minutes
- Communicate decisions
- File required returns
Other Duties
- Maintain statutory books and registers
- Handle correspondence
- Advise directors on legal procedure
- Ensure compliance with company law
- Coordinate with shareholders and regulators
Secretary vs Director
| Company Secretary | Director |
|---|---|
| Officer of the company | Member of the board |
| Handles secretarial and compliance work | Takes policy and managerial decisions |
| Advises and records | Governs and directs |
| Usually employee/officer role | Fiduciary leadership role |
Important Questions
One Mark
1. Who is a company secretary? 2. Name one statutory record maintained by a secretary. 3. Who prepares minutes of meetings?
Short Answer
1. State any three qualities of a company secretary. 2. Write any three duties of a company secretary. 3. Distinguish between company secretary and director.
Long Answer
1. Explain the functions of a company secretary. 2. Describe the duties of a company secretary before, during, and after meetings. 3. Explain the importance of a company secretary in corporate administration.
Common Mistakes
- Describing the secretary as only a typist or clerk.
- Mixing the powers of directors with the duties of secretary.
- Forgetting statutory books and minutes.
- Writing functions without grouping them clearly.
Revision Checklist
- [ ] Meaning and importance
- [ ] Qualities
- [ ] Duties before, during, after meetings
- [ ] Other compliance duties
- [ ] Secretary vs director