A Company Secretary (CS) is a senior position in Corporates. The world over it is also interchangeably called as Corporate Secretary. Regardless of the name, the role is not clerical or secretarial in nature.
The Indian Companies Act has elevated the profession of Company Secretaries to newer heights. Companies Act has inculcated self-regulation and the principal responsibility in this regard has been entrusted on the Company Secretary. The Act confers a special status on Company Secretary as Key Managerial Personnel and has linked Company Secretary along with Managing Director, Chief Executive Officer, Whole-time director and Chief Financial Officer. The importance of Company Secretary can be seen from the fact that the Companies Act provides the status of ‘Key managerial Person’ (KMP) to the CS in employment. Amongst all KMPs- this is the only position which requires specific educational qualification in the form of Membership of Institute of Company Secretaries of India (ICSI).
Company Secretary is a key official in the corporate pyramid. To combat and win-over the global standards the regulators and corporates will have to work with increased transparency, ethics, governance and compliance. To shoulder and cater to all these responsibilities the demand of a Company Secretary has increased manifold.
Company secretary is the conscience of the board. And that’s not about compliance or regulation, it’s about being in tune with the spirit and not just the practice of governance and compliance.
Company secretaries in all sectors have high level obligations and responsibilities. They are the primary source of advice on conducting business and this ranges from providing legal advice on compliance and conflicts, advice on financial reports and ways to mitigate risks, to the development of strategy and corporate planning of a Company.
Company secretary primarily deals with the legal activities of any business. Being an officer in default as per various legislations- The role of a company secretary has become multifold wherein CS is expected to be vigilant and cautious all the times as there are many risks associated with this position.
A CS may either choose to be in employment or may be in Practice. Broad role for both is summarized-
CS IN EMPLOYMENT AS A KMP –
- An in-house legal expert;
- Compliance officer of the Company.
- Discharging statutory duties
- An expert in corporate laws, securities laws & capital market and corporate governance
- Chief advisor to the board of directors on best practices in corporate governance
- Advisor to the Business Leaders
- Responsible for all regulatory compliances of company
- Corporate planner and strategic manager
- Representing before various regulators and authorities
- Face of the Company with various internal and external stakeholders, government authorities, etc.
CS IN PRACTICE-
- Corporate Governance and Secretarial Services
- Corporate Governance
- Secretarial/ Compliance Audit and certification Services
- Corporate Advisory Services
- Representation Services
- Arbitration & Conciliation Services
- Financial Management and Financial Market Services
- Taxation Services
- Project Planning, Strategic and HR Management Services
- Corporate Restructuring
- Foreign Collaborations and Joint Venture
- Due Diligence
- Insolvency Services
- Valuation Services
Along with Authority comes immense responsibility, similar is the case with CS professionals whether in employment or practice. Law has empowered a CS and it is a double edged sword and having the following additional responsibilities-
- Annual Certification
- Reporting fraud
- Active role in Whistle Blower policy
- Corporate Social Responsibility and sustainability
- Ethics, transparency and good corporate governance
“Change is the only constant in life” is rightly said. Accordingly, responsibilities of the modern day company secretary have evolved from that of a “note taker” at board meetings to one which encompasses a much broader role of acting as “Board advisor” and having responsibility for the organisation’s corporate governance and overall compliance of all the Statutory obligations. CS is required to constantly be abreast with the change in laws and its implications on the Company. This specialised role of the Company Secretary has emerged to position them as one of the key governance professionals within the organisation.
FCS Minal Swapnil Jathar
Company Secretary & AGM Legal – Ariston Thermo Group (Racold)