Corporate Secretary: Responsibilities

To enter the world market and acquire an attractiveness for investors, creditors need to establish management. To improve the efficiency of the company, a new position was added to the staff - the corporate secretary.

This person is the face of the company. Thanks to him, the secretary, there is interaction of the company's employees - the board of directors, top managers and owners of the joint-stock company.

International and Russian practice

In foreign companies, the company secretary or company secretary appeared long ago and occupies a significant position in the corporation. He is the pivotal link in the administration of the company's main areas of activity. This is most likely related to the level of management and the traditions of doing business that have evolved in different countries.

Legal norms in certain countries require large public joint-stock companies to have this position in their state. For example:

• The Companies Act 1985 (Great Britain).
• The Corporations Act of 1991 (Australia).

Russian companies in 2002 mentioned the functions and powers of corporate secretaries. The authorized commission of the federal level for the securities market has developed the Code of Corporate Conduct, approved by the Government of the Russian Federation in the same year.

First of all, this position had to be introduced into the staff of joint-stock companies, thanks to which positive results were evident after a certain period of time.

Corporate Secretary in Russia

The work of a corporate secretary is a big responsibility. He is the guarantor in the relations of the board of directors with other members of the society. The secretary ensures protection of interests of all parties by observance of legislative and internal statutory documents.

Thanks to the settlement of emerging conflicts, the channels between the board of directors and the board are being significantly established. Increased control over the implementation of the proposed solutions and information processing, which contributes to a more balanced and productive management.

Who will fit this position?

Before you choose someone for this responsible position, it is necessary to determine the official duties of the secretary of the society. The list of job descriptions that are part of the corporate secretary's implementation is quite wide. For example, it helps councilors and the committee to provide professional advice, information coverage, organization of meetings of shareholders and their conduct, conflict resolution, maintenance of internal documentation and any corporate actions within the law. This list is not complete, but thanks to him you can understand who should be entrusted with this post.

In practice, it is noted that the duties of the secretary of the company are most frequently performed by lawyers. In their favor, such qualities as knowledge of laws, documentation and information disclosure speak. They are able to provide legal protection and provide professional assistance. The weakness is the lack of organizational skills, insufficient knowledge about the conduct of meetings of shareholders.

A fairly good corporate secretary can be the head of the legal department. Unlike an ordinary lawyer, he has managerial skills. At his disposal is a team of employees who carry out small tasks. The cons of such a candidate can be attributed to the reluctance to perform small-scale work and the fact that the company can do it quite expensive.

Quite often there is a chief accountant, who combines the work of a secretary. Most likely, this appointment is promoted by the frequent fulfillment of the duties of other employees. True, there are more minuses than pluses. Positive can be called the maintenance of workflow and the implementation of monotonous work. Cons are the lack of knowledge of corporate governance, corporate legislation, conflict resolution skills, lack of legal education and competence in organizing and holding meetings of shareholders.

From the information given, it can be concluded that no one will succeed in completely replacing the company secretary. The corporate secretary of the joint-stock company has the necessary knowledge in full. True important are the personal qualities of a person, his desires and aspirations.

Basic requirements for the position

High responsibility implies high demands. Appointment for such a position, as a corporate secretary, is the responsibility of the board of directors.

You can identify the main requirements:

1. Higher education (legal or economic).
2. Knowledge of stock markets (Russian and foreign).
3. Knowledge of the laws of the Russian Federation relating to joint-stock law, drawing up of normative acts.
4. The presence of experience in the field of management, knowledge of the basic standards of the Russian and international model of corporate governance and economic and financial activities.
5. Responsibility, sociability, presence of sense of humor and high stress-resistance. And also responsibility, ability to regulate conflict situations, organizational and analytical skills.
6. Free use of PC.

If the company's securities are included in the lists of foreign exchanges, the corporate secretary must understand international law.

In the staff of the corporate secretary there may be several employees performing certain functions. Depending on the size of the company, their number can reach seven people. The secretary of the organization can be accountable to the board of directors or the general director.

Benefits

The importance of such an official unit as the corporate secretary, whose duties can not be underestimated, is difficult to overestimate. It can influence the success and fruitfulness of the company's aspirations. The lack of communication between the links of the hierarchical chain in the company can lead to a multitude of problems. It is possible to single out such problems as criminal and administrative responsibility, corporate conflicts, loss of the reputation of the joint-stock company, possible reduction of stock quotes.

The trust of investors and shareholders depends on the reputation of the company. They expect that the management team will act in their interests. The secretary of the association, whose tasks and functions are specified in the charter and the code of the joint-stock company, will most effectively handle this task.

Main functions

Details of the functions of the corporate secretary in the Code of Corporate Conduct. The importance of the role of this post in the company is spoken by such powers as:

• Notification of all persons participating in the meeting of shareholders;
• Compiling a list of those who will attend the meeting;
• Sending ballots to the shareholders of the joint stock company;
• Providing access to the necessary information;
• Distribution of certified copies of materials required for shareholders at the meeting;
• Consultation and answers to all questions during the meeting;
• Collection and transfer of completed ballots to the counting commission;
• Providing information on the final results of the voting;
• Legal advice and protection of shareholder rights.

Training

There is an opportunity for further training in such a position as a corporate secretary, training will help in this. With the increase in demand, higher pay and greater demand for the profession, all sorts of educational institutions and seminars in Russia appeared on business. There is an opportunity to take courses of the corporate secretary.

Conclusion

Russian companies, having adopted the experience of foreign countries, develop the effectiveness of the institution of corporate secretaries, they practice the creation of successful organizational activities. They try to demonstrate changes in the transformation of corporate governance from a positive angle, thereby enhancing the image of Russian joint-stock companies.