Despite what the name might suggest, the role of company secretary of an Irish company is not a clerical or secretarial one. The position of company secretary is very important as they are responsible for providing advice and guidance to the Board on company law and regulations, and ensuring compliance with same.
In addition to this, the chairman of the board may delegate specific responsibilities to the company secretary, which may include the following:
Board Information & Development
- Facilitating the proper induction, training and development of board members, particularly non-executive directors ("NEDs"). They will ensure that new directors are aware of their duties and responsibilities to remain compliant with legislation;
- Ensuring communication flows between the board and the established committees (audit, remuneration, nomination) and arranging for major shareholders to be provided with the opportunity to meet new NEDs being appointed to the board;
- Establishment of procedures and identifying requirements for directors to seek independent professional advice, should the need arise.
- Board Composition & Procedures
The company secretary is responsible for day to day compliance issues, including scheduling meetings and circulating agendas. They will also supply supporting documentation in a timely manner on matters being put before the board and prepare accurate records of board decisions, identifying action points to be addressed at future meetings.
In addition, the company secretary is involved in reviewing membership of committees established by the board. They will also advise the board on areas of succession planning and NED rotation, in order to ensure NED independence is maintained.
Meetings & Shareholders
- Managing the convening and holding of general meetings of the company in line with statutory and regulatory requirements;
- Advising the board on shareholder communications and updating shareholders on board procedures;
- Compliance with disclosure requirements, including those required as part of the AGM process, so all required documentation is available via the company website, if required to do so.
Establishment and review of membership and operation of the remuneration committee in the areas of salaries, granting of options, long-term incentive schemes, NEDs' remuneration packages and disclosure requirements, to ensure adherence with the provisions contained in the company's Articles of Association, the Listing Rules and the Combined Code.
Audit & Internal Control
The company secretary is required to have a detailed knowledge of various Corporate Governance reports. This may include the Smith Report and the Turnbull Report, which are the basis of the guidance notes in the areas of audit and internal control, in order to advise the board on such matters.
Company Secretary Needs To Be Trustworthy
Given the involvement of the company secretary of an Irish Company in all of the above, they are privy to confidential information about the company and needs to act with tact and discretion at all times, so as not to misuse confidential information or disclose it to any third party in line with their fiduciary duties as an officer of the company. The Board of Directors should, therefore, give careful consideration to these matters before and during the process of appointing a Company Secretary.
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