Company Secretary at Phillips Consulting

Description

Secretarial functions:

• To ensure compliance with the provisions of Companies Law and rules made thereunder and other statutes and by-laws of the company.
• To ensure that the business of the company is conducted in accordance with its objects as contained in its memorandum of association.
• To ensure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Companies Law.
• Prepare the agenda in consultation with the Chairman and the other documents for all the meetings of the board of directors.
• To arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
• Attend the board meetings in order to ensure that the legal requirements are fulfilled and provide such information as necessary.
• To prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
• To arrange with the consultation of the chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct records thereof.
• To carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of the statutory Share Register and conducting the appropriate activities connected with share transfers.
• To prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf when authorised by the board of directors or the executive responsible.
• To advise, in conjunction with the company’s solicitors, the chief executive, or other executives, in respect of the legal matters, as required.
• To engage legal advisors and defend the rights of the company in Courts of Law.
• To have custody of the seal of the company.

Legal obligations of the Secretary:

• Filling of various documents/returns as required under the provisions of the Companies Law.
• Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
• To see whether legal requirements of the allotment, issuance, and transfer of share certificates, mortgages, and charges, have been complied with.
• To convene/arrange the meetings of directors, on their advice.
• To issue notice and agenda of board meetings to every director of the company.
• To carry on correspondence with the directors of the company on various matters.
• To record the minutes of the proceedings of the meetings of the directors.
• To implement the policies formulated by the directors.
• To deal with all correspondence between the company and the shareholders.
• To issues notice and agenda of the general meetings to the shareholders.
• To keep a record of the proceedings of all general meetings.
• To make arrangements for the payment of the dividend within the prescribed period as provided under the provisions of the Companies Law.

To maintain the following statutory books:

• the register of transfer of shares;
• the register of buy-backed shares by a company;
• the register of mortgages, charges, etc.;
• the register of members and index thereof;
• the register of debenture-holders;
• the register of directors and other officers;
• the register of contracts;
• the register of directors’ shareholdings and debentures;
• the register of local members, directors, and officers, in case of a foreign company;
• Minute books;
• Proxy register;
• Register of beneficial ownership;
• Register of deposits;
• Register of director’s shareholding; and
• Register of contracts, arrangements, and appointments in which directors, etc are interested.

Other duties:

The company secretary usually undertakes the following duties:

• Ensuring that statutory forms are filed promptly.
• Providing members and auditors with notice of meeting.
• Filing of copy of special resolutions on prescribed form within the specified time period.
• Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. You must send annual audited accounts.
• Keeping or arranging for the having of minutes of directors’ meetings and general meetings.Apart from monitoring the Directors and Members minutes books, copies of the minutes of board meetings should also be provided to every director.
• Ensuring that people entitled to do so, can inspect company records.For example, members of the company are entitled to a copy of the company’s register of members, and to inspect the minutes of its general meetings and to have copies of these minutes.
• Custody and use of the common seal.Companies are required to have a common seal and the secretary is usually responsible for its custody and use. (Common seals can be bought from seal makers)

Requirements

• Years of experience – 5, - 8 Years of Practicing Experience – Proficiency in taking Minutes of Board meetings very essential
• Industry of experience requirement – Finance related
• Educational experience requirement – LLB 2.1 or 2.2, B.L, LLM will be an added advantage - Must be called to the Bar
• Required certifications – Chartered Institute of Arbitrators Membership is a Plus