Private companies aren’t subject to the strict regulations that publicly traded companies must abide by, but recent regulatory changes are casting a stronger light on the role of the corporate secretaries. Company secretaries take on increasing duties and responsibilities becoming key individuals within companies, thus they are influential officers in the company who function as advisors to the board directors and as managers on matters of governance and other important issues. Here are some of the duties company secretaries must adhere to and are as follows;

Before Board Meetings:

1. Liase with the Chairperson on the appropriate meeting date, send invitations, notices, agendas, proxy forms, Financial statements, previous minutes and programs to be circulated in line with the laws or Constitutive Documents then share any reading, reference or other material in advance before the meeting
2. To organize the prior meeting’s minutes for distribution to the board directors for approval at the upcoming meeting.
3. To request copies of the financial report and any committee reports for inclusion in the board packet.
4. Review a preliminary agenda with the board chair then request for any corrections, additions or deletions on any agenda item within seventy-two (72) hours in advance before the meeting.
5. Review the agenda with any guests or presenters in order that they know their position within the agenda and how much time the board chair will allow for their presentations.
6. Review all the proxy forms sent by the shareholders 48 hours before the meeting.

During the Board Meeting:

1. To set up everything i.e. ensure that the venue of the meeting is secured if it is a virtual or hybrid meeting setting up and testing any audio, teleconference or video-conferencing equipment so that there are no problems once the meeting starts.
2. To verify and record the members present in the meeting, and the ones that sent their apologies and read out any proxy form sent.
3. Record the minutes of the meeting unless the bylaws state otherwise. It’s helpful to take written notes as well.
4. To make a record of all actions items, resolutions and decisions of the board, including the names of these who made or seconded motions. The record should reflect who voted for or against a motion and whether it passed or failed.

After the Board Meeting:

1. Prepare a draft of the recent meeting minutes and review them with the board chair and the secretary while the discussions are still fresh in everyone’s mind which makes it easier to prepare for the next meeting.
2. To request for the board chair’s signature on the approved minutes from the previous meeting.
3. Send final minutes to be approved by the chair.

How can we help?

 As Imperial Registrars we shall be pleased to assist your company in recruiting a company secretary for the effective functioning of your company. Kindly get in touch with us for further assistance on the above. (info@imperialregistrars.co.ke)