The Corporate/Company Secretary (CS) is one of the most key roles in keeping a corporation successful and running, majorly due to how the job affects each moving part of the business. A CS is responsible for ensuring that the company stays in compliance with the statutory and compliance requirements. They execute all the solutions, changes, and decisions put across by the Board of Directors. Mainly, the CS is the glue that holds an organization together.

Corporate Secretary (CS)

The roles of a CS have evolved with time and are now geared towards governance objectives. This implies that whereas corporate governance reframes every strategic choice of the board, the CS should be the resource person or the confidante to the senior management and the board. They play a central role in governance, and take the role of providing counsel and advice on board responsibilities and logistics.

Who is a Corporate Secretary (CS)?

The Kenyan law requires all registered companies to employ a Corporate Secretary. Company-specific laws also allow these corporates to outline the duties and powers of the CS based on its needs and demands.

Generally, the CS is charged with guaranteeing that members of the board have proper resources and advice necessary for discharging their fiduciary roles to company shareholders, in accordance with contractual or regional obligations and laws. CSs’ should attend all Board of Director meetings, record minutes, and document all proceedings.

What are the Roles of a Corporate Secretary (CS)?

1. Board Meetings

A CS is responsible for planning, preparing, and executing all BOD meetings and committee meetings. This role covers the responsibilities highlighted below-:

2. Scheduling Board Meetings

The CS should understand and comply with the company’s meeting notice requirements and come up with a schedule that accommodates all directors. They are responsible for coordinating meeting logistics like travel, and accommodation among other things.

3. Agendas

The CS is responsible for ensuring a company complies with federal, regional, contractual, listing requirements and regulations as well as the corporation’s bylaws. To achieve this, they come up with a basic agenda that covers a full business year, which is then revised throughout the year based on the changing demands and the needs of a business.

4. Materials and Presentations

While preparing the agenda, the CS should also consider security, delivery, and retention. The meeting can only happen if board members have all the required materials early enough to enable them to adequately review them.

5. Meeting Documentation

The CS should take minutes during board meetings as this ensures accountability and disclosure for the boards’ proceeding, without placing legal liability upon the company as a whole.

6. Record Keeping

Whereas taking minutes and executing board meetings is the main role of a CS, they are also responsible for disseminating those minutes. They should ensure that minutes are accurate and effectively communicate the BOD’s final decisions. The CS retains and organizes all of the company’s significant records which include-:

• Significant contracts
• Stock transfers
• Business licenses
• The Corporation’s Certificate of Good Standing
• Shareholder correspondence
• SEC compliance papers, among others

7. Trainer & Advisor

The CS should adequately advise the BOD on its objectives and duties as well as their individual roles. In addition, they should orient, train, and brief new board members. Basically, they should keep each member focused on their goals and ensure that all actions, proceedings, and decisions are line with legal requirements.

10 Character Traits of a Good CS

Here are some of the essential traits of a CS-:

1. Strong and effective communication skills
2. Detail oriented and strong organization skills
3. Ability to multitask
4. Excellent problem solving skills
5. Sound judgment and discreetness where necessary
6. Ability to work well under pressure
7. Familiarity with business laws and regulations
8. Acquaintance with and comfortable with bureaucratic guidelines and limitations
9. Experienced in managing individual employees and bureaucratic limitations
10. Strong mediation skills.

Conclusively, a CS should have a deep knowledge and understanding of the governance process as well as legal ideologies that exist in the business. An efficient CS has the capacity to offer significant benefits to the governing board and the company as a whole.

Become a Corporate Secretary by taking the Certified Secretary (CS) Course at our partners Traction School of Governance and Business.

They offer both online and physical classes.

Enroll today: www.sgb.ac.ke

Call/WhatsApp us on: 0700 524 589/ 0782 524 589

Location: Pioneer House, 5^th Floor, Moi Avenue.