This is not an essential role within a company. Should the company decide to appoint a secretary, this is at the discretion the company directors. An individual may assume the joint position of director and secretary.
A secretary must be at least 18 years of age and, if only one, must also reside within Australia.
It is commonplace for a secretary to be allocated administerial duties, including but not limited to, maintaining the register of company members and recording the minutes from meetings. There are additional statutory obligations, such as lodging any changes to the company structure or details with ASIC and making sure that the company has a registered place of business.
In Australia, the role of a company secretary is multifaceted and pivotal for the smooth operation of a company. They are primarily responsible for ensuring that the company complies with legal and statutory requirements, acting as an advisor to the board of directors. Their duties include maintaining the company's records, ensuring timely and accurate filing of all required documents with the Australian Securities and Investments Commission (ASIC), and overseeing the company's governance practices.
The company secretary holds a unique position within the corporate structure, often acting as the chief governance specialist, particularly in larger organizations. They provide guidance on best practices in corporate governance and work closely with the board to facilitate its effective functioning. This includes preparing agendas, maintaining minutes of board meetings, and ensuring that board policies and procedures are followed.
Moreover, the company secretary is tasked with coordinating the induction and ongoing professional development of directors, advising on matters of ethics and compliance, and often serving as a point of communication between the board and shareholders. They play a crucial role in managing the affairs of the company and supporting the business of the board by implementing strategies designed to mitigate risks and enhance corporate integrity.
Legally, as per the Corporations Act 2001, company secretaries in Australia are considered 'officers' of the corporation and share many of the same duties as directors. These include exercising their powers with care and diligence, acting in good faith and for a proper purpose, not improperly using their position or information obtained through their position to gain an advantage or cause detriment to the company, and facing criminal charges if found to be reckless or intentionally dishonest in their duties.
The importance of the company secretary's role is also highlighted in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations. It underscores the company secretary's contribution to the effectiveness of the board and its committees, emphasizing the advisory role they play in governance matters and their responsibility to ensure the integrity of the governance framework.
In summary, the company secretary in Australia is a linchpin in the governance and administrative framework of a company, ensuring that the company not only meets its legal obligations but also adheres to high standards of corporate governance. Their role has evolved from being mere record-keepers to becoming strategic advisors and governance experts, integral to the success and ethical functioning of modern corporations. The breadth of their responsibilities reflects the significance of the position and the trust placed in them to uphold the principles of good corporate governance.