Call Us! +61 2 9431 8600

Ben Williams examines the role of the Company Secretary and how TAS can add value

The Role of Company Secretary

The Corporations Act requires every public company, whether listed or unlisted, to have an appointed Company Secretary. The directors appoint the company secretary, who must be at least 18 years old and if a company has only 1 company secretary, they must ordinarily reside in Australia.
The company secretary is an officer of the company and, in that capacity, may be subject to the requirements imposed by the Corporations Act on company officers, including a ‘Duty of Care’. The company secretary has specific responsibilities under the Corporations Act, including responsibility for ensuring that the company notifies ASIC about changes to the identities, names and addresses of the company’s directors and company secretaries and that the company lodges its annual return.

In addition, most Company Secretaries may have board involvement beyond the core statutory duties including participation in:

• The development, implementation and monitoring of policies and strategic planning
• Ensuring that the organisation’s constitution is maintained and up to date, conforms with current legislation and reflects best practices
• Ensuring the organisation’s practices and procedures comply with the constitution
• Organising meetings related to the board and other statutory activities

Other specific areas of statutory compliance for which the company secretary is primarily responsible under the Corporations Act include:

• Upkeep of corporate registers, including register of members
• Maintenance of corporate records
• Lodgement of corporate accounts and annual returns

It is therefore TAS’ recommendation that a member of the Board should hold the title of Company Secretary and should participate in relevant training to ensure they can advise the Board regarding legal obligations. แผนที่นำทาง This is similar to a Board appointed Treasurer taking responsibility for Board financial advice.

How TAS Supports the Role of Company Secretary

TAS will generally work with the Company Secretary of an organisation to ensure the function and compliance work of the Company Secretary are carried out. It is generally agreed that the nominated Company Secretary will maintain a detailed knowledge of the constitution and will, along with TAS work to ensure compliance with the constitution where applicable.

In addition, TAS will conduct the required compliance steps under the guidance of the Company Secretary, including:

• Prepare and submit annual returns and financial information
• Submit any change of details required to be advised to ASIC
• Maintain the register of members
• Maintain and store required records
• Organise meetings as per the constitution, prepare and keep records
• Execute and manage elections and voting processes per the Constitution