What is the Role of the Company Secretary

Responsibilities of the Company Secretary

In most jurisdictions, including the UK, the role of the company secretary is formally recognised in corporate legislation - such as the Companies Act 2006 - as a senior officer of the company with specific duties and responsibilities.

The company secretary plays a dual role: both a governance professional and a legal compliance officer. While the legal requirement for a company secretary may not apply to all private companies, particularly smaller ones, the role remains vital - especially for public and listed companies where compliance demands are more rigorous.

A Senior Governance Role

The company secretary is responsible for ensuring that the organisation complies with relevant statutory and regulatory requirements and maintains high standards of corporate governance. In the case of a listed company, the company secretary helps navigate complex compliance obligations from regulatory authorities and the stock exchange.

The role also involves a significant amount of administrative work - such as preparing board papers, recording votes, and documenting meeting minutes.

Advisory and Strategic Duties

Beyond administration, company secretaries provide guidance to the board and its directors on their legal duties, company obligations, and best practices in governance. This advisory role requires a comprehensive understanding of laws, regulations, and internal governance protocols relating to board operations.

In today’s environment of virtual and hybrid board meetings, the importance of this central coordinating role has only grown.

The Company Secretary Is the Glue

Alongside the Chairperson, the company secretary often has the most holistic view of the organisation’s governance structure. They are central to:

• Preparing meeting agendas

• Distributing board documentation

• Coordinating with C-suite executives (e.g., Chairperson, CEO, CFO)

• Facilitating smooth board and committee operations

With increasingly remote and digitally enabled workplaces, a well-organised and proactive company secretary helps bind the company’s leadership together.

Core Duties of a Company Secretary

The responsibilities of a company secretary - especially within listed companies - can be grouped into the following key areas:

1. Legal and Regulatory Compliance

• Ensuring the company adheres to all relevant legislation and regulations

• Maintaining statutory registers and records

• Filing returns with Companies House and other authorities

• Ensuring adherence to corporate governance codes

2. Board and Committee Support

• Organising board and committee meetings

• Drafting agendas and preparing board packs

• Taking and circulating minutes

• Advising directors on their legal and regulatory responsibilities

3. Shareholder Communication

• Managing Annual General Meetings (AGMs)

• Responding to shareholder enquiries

• Disseminating company updates and notices

4. Risk Management

• Assisting with the development of risk frameworks

• Monitoring regulatory and legal risk

• Supporting the implementation of risk mitigation strategies

Company Secretarial Support Functions

The company secretary often oversees a range of core support duties, including:

• Maintaining the register of members (shareholders)

• Keeping the articles of association up to date

• Managing changes in directorships or company structure

• Supporting the execution of corporate transactions

Duties Specific to Listed Companies

For listed companies, the role involves additional obligations tied to market regulations and investor transparency. These include:

Compliance with Listing Rules

• Ensuring adherence to stock exchange rules

• Coordinating timely and accurate public disclosures

• Managing regulatory communications and announcements

Insider Trading Compliance

• Educating directors and staff on insider trading laws

• Monitoring trading windows and maintaining insider lists

Financial and Market Disclosure

• Ensuring the accuracy and completeness of financial statements

• Overseeing compliance with accounting standards

• Ensuring that all market-sensitive information is disclosed promptly and fairly

[Updated: May 2025]