Role of Company Secretary in Corporate Governance | The changing role of the company secretary

The changing role of the company secretary

The Officer who deals with papers for a company must make sure it acts properly. They assist the business to obey rules, be just and chat plainly with those who own it (shareholders) or are in charge. The Party Vice-President also checks that the company is truthful and obeys rules.

They aid the group of leaders to pick wisely, safeguard those who own shares and make sure that everyone is honest when running a company. They achieve this by keeping good records, offering tips on how to manage the company effectively and promoting a mindset where everyone feels accountable.

If you want to know more about the role of a Company Secretary in managing businesses, look at this below story.


Corporate governance is mainly about how a business’s leaders, owners and all those involved work together. The Organization for Economic Cooperation and Development (OECD) states that management structure and involvement of owners like shareholders is crucial.

The Company Secretary plays a key role in ensuring everyone follows the rules, behaves correctly and communicates well. Businesses need to constantly change how they work together if they want to stay ahead in the competition. The Company Secretary is very important in making sure this happens rightly.

The government should also play a part. They make guidelines that keep markets working nice and take care of everyone, especially those who own shares. Governments and businesses have to find out how to turn these thoughts into reality. This will help in creating good teamwork methods. The idea of business control has been around for a long time and it keeps getting better.

Role of Company Secretary in Corporate Governance

Rule Keeper

  • Ensure the company obeys laws and rules. 
  • The board is given legal advice. 
  • Creates systems to prevent legal issues. 

Board Helper

  • Helps the board talk and work well together. 
  • Plans meetings and handles paperwork. 
  • Resolves disagreements and keeps things clear. 

Info Link

  • Links the business with key figures such as board members and stock owners. 
  • Helps everyone stay informed to make trust. 

Ethics Enforcer

  • Creates rules for good behavior. 
  • Trains in ethics and helps the board make good choices. 
  • Keeps the company honest. 

Risk Watcher

  • Spot dangers and find ways to stay safe. 
  • Uses knowledge to make plans for safety. 

Shareholder Friend

  • Speak to the owners (shareholders) and keep them up-to-date.
  • Takes in comments and answers queries. 

Always Learning

  • Stays updated with the newest methods and practices. 
  • Attends training and chats with other experts. 

Crisis Fixer

  • Helps in tough times. Discussions and strategies with important leaders to fix big issues. 
  • Efforts to prevent the same issues from happening again.


  1. Position Importance: 
  • The law makes the Company Secretary (CS) important for management, on par with top bosses like CEO or MD. 
  • This understanding shows how important the CS is to both company management and making sure laws are followed. 
  1. Appointment and Compliance: 
  • According to a rule in the Companies Act, some companies need special KMPs who work all day. 
  • This includes having a Chief Secretary (CS). Becoming a CS requires approval from the Board of Directors, This makes sure that all rules and laws are followed correctly. 
  1. Duties Outlined (Section 205): 
  • The CS’s jobs, described in Section 205 are very important for good company management. Duties include telling the Board about following rules, making sure things are done right in secretarial ways and doing what is required. 
  • The work of the Company Secretary is more than just following laws. They are very important in how their company gets led and make sure that everything they do has a plan to help improve it.

Company Secretary Role In Establishing a Committee to Investigate Corporate Fraud and Mismanagement

  1. Setting Up Committees: 
  • The Company Secretary organizes groups like Audit, Nomination, Payment Review and Risk Management. They also handle complaints from people who have a stake in the company. They ensure these teams have the right balance of boss and independent directors. 
  1. Document Rules: 
  • The Company Secretary makes sure the company keeps a rule for saving papers. They choose which papers stay forever and those that need saving for at least 8 years. 
  1. Handling Complaints: 
  • Managing complaints from shareholders on systems like SCORES, NSE or BSE is the work of the Company Secretary or Registrar. They look after Share Transfer Agent also in this process. 
  1. Choosing Independent Directors: 
  • The Company Secretary helps choose independent directors, checking they follow the rules in the Companies Act and listing guidelines. 
  1. Following All Laws: 
  • Besides the Companies Act and listing rules, the Company Secretary checks that business abides by different laws related to matters like provident fund, civil issues and intellectual property. 
  1. Board Meeting Watch: The Company Secretary is in charge of making sure the company has board meetings four times a year, with no more than 120 days between each meeting. They also make sure that there are enough people at these gatherings. 
  2. Video Meeting Setup: Making sure directors can join meetings from far away using good video calls and saving the meeting data later is another job for the Company Secretary. 
  3. Paying Directors: The Board of Directors can earn payments for attending meetings and get commissions, which are okayed by either the board or shareholders. The person in charge of this job is the Company Secretary.

The Job of Company Secretary is very important in keeping good business management rules. They do many things like making groups and checking if rules are followed.

Their work helps organizations to act in good ways and be successful. The main point is that a good Company Secretary does more than just follow rules. They also help with right ways of doing things and long-lasting success in an ethical way.

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