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The Difference between Duties of a Director and Duties of a Company Secretary

Two of the most important posts within an organisation’s management hierarchy are those of director and company secretary.

There is a slight overlap between the two, but the fundamental difference between a director and a company secretary is that the former executes the strategy of the company decided at board level, while the latter ensures that the said strategy is implemented in compliance with company and international law.

Director’s duties and Company Secretary

Let us simplify further. A director’s main duties and responsibilities lie with the shareholders, except when a company is insolvent or approaching insolvency, where those duties will extend to creditors, including staff who are still owed salary.

A company secretary, on the other hand is tasked with making sure that all execution of board plans are implemented efficiently, correctly and legally. A succinct definition of a company secretary role is as follows: “The company secretary’s main purpose is facilitating the company’s corporate governance processes and holding primary responsibility for ensuring that the board processes run efficiently and effectively.”

It should also be noted that company secretary roles may vary from one organisation to another and their specific duties are normally set out by the board of directors.

Company Secretary duties towards the directors

Some of the specific tasks that company secretaries are tasked with include maintaining the Register of Ongoing Conflicts of Interest, registering transactions, maintaining and developing a company policy document, reporting at each board meeting the documents executed under power of attorney.

The company secretary is also tasked with maintaining the minutes of board meetings.

The position includes responsibility for notifying directors in writing in advance of a meeting of the board; ensuring the agenda and board papers are prepared and forwarded to directors prior to the board; recording, maintaining, and distributing the minutes of all board and board committee meetings as required; maintaining a complete set of board papers; preparing for and attending all annual and extraordinary general meetings of the company.

Company compliance and secretary duties

The company secretary is also tasked with recording, maintaining, and distributing the minutes of all general meetings of the company.

With respect to compliance duties, the company secretary is responsible for overseeing the company’s compliance program and ensuring all company legislative obligations are met; development, implementation, communication, and maintenance of compliance policies, processes, and procedures and providing counsel on corporate governance principles and director liability.

To reiterate and to put it very simply, a director’s main duties are related to executing the vision of the board, whereas the company secretary is tasked with making sure that the said execution is carried out according to company procedure and within the laws of the land.