Role of company secretary

If you are considering a career as a company secretary, you must first be aware of the definition of such a role in a company, how it varies from country to country and what it entails as a career.

Whereas most people would not easily differentiate between an office secretary and a company secretary, their duties and responsibilities are as different as their positions in a company.

While the former does the office chores like serving tea, cleaning the office or even typing office work, the duties and responsibility of the latter are solely based on mutual trust, secrecy and protecting the company image internally and externally.

According Ms Dorothy Lukwago, a company secretary for Kampala Nissan Motors, a company secretary is a senior managerial position which exists in private as well as public organisations. In other countries, such a position is known as corporate secretary.

“The principal role of a company secretary is to ensure that the administration of a company is efficiently run, in accordance with the rules and regulations of the state or states where the company and its offices are located,” she says.

Board decisions
“Also, the decisions which are taken by the Board of Directors of a company are implemented effectively under the guidance of a company secretary,” she added.
Her reasoning is that, a company secretary is supposed to know the company profile “in and out”.

“She or he must be in a position to legally defend the company and keep secrets of it as well,” she added. Relatedly, Mr Bosco Asasira, an advocate with Mayanja Nkanji Company Advocates, which offers several legal services to a number of companies in Kampala, says despite the name given to such a role, it is not even close to being a secretarial or a clerical role.

He says when an organisation is formed there are many legal and legislative norms that it needs to comply with, which vary from state to state and country to country.
“Compliance of such rules and regulations is the prime responsibility of a company secretary. Such a role has also the responsibility of informing the board of a company of its legal responsibilities,” says Mr Asasira.

“The legal documents which are signed for a company, the legal representative who takes on responsibilities is the company secretary. Thus, such a person also needs to ensure that the right communication is taking place with the shareholders of a company and company records, annual accounts are duly maintained,” he added.

Established by law
Therefore, Ms Dorothy says, accepting an appointment as a company secretary, you will become an officer of the company, sharing legal responsibilities with the directors for certain tasks required by the Companies Act.

He says a company secretary, besides the duties s/he performs for the company, the company Act (Cap110) already establishes the position for any incorporating company.
“In its setting (Company Act)), it emphasizes the value attached to that position in a particular company, because one can act as a director, at the same time as a company secretary, no hindrance in that,” he says.

However when asked whether what would it cost for a company to be without secretary, he said it results in conflict of interest. “Because in every established company, there must be division of labour to limit such implications,” Mr Asasira says.

fmukisa@ug.nationmedia.com