Organs of the Company

INTRODUCTION

A company secretary is a senior position in a private company or public organisation, normally in the form of a managerial position or above.

The Company Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member.

APPOINTMENT OF A SECRETARY

The company secretary is usually appointed and removed by the directors but in certain situations the regulation may vest the appointment of the secretary in the members or in any other person (Section 190(3)). Thus the company may be appointed by the following:

• The board of directors

• Members in general meeting

• Any other person if permitted by the Regulations

Section 190 of the Companies Code, 1963, Act 179, provides that every company must have a Secretary. A company under the Code cannot operate for more than 6 months without a Secretary and is duly fined for each other day it continues to operate without a Company Secretary.

In addition, an appointed secretary of a company could be...