Company Secretary

The role of the company secretary has elements of both compliance and performance. While their
legal duties have not changed enormously in the last decade, the additional responsibilities have 1 .

In addition to the functions listed in s 188 above, compliance duties would typically include:
• Managing board processes – board and committee papers and circulation of agendas,
minutes, discussion papers, proposals for the board and its committees;
• Ensuring members’ and directors’ meetings are properly called and held. Note a company
secretary cannot call a meeting without authority (ie a delegation / instruction from the board
etc)
• Ensuring records of members’ and directors’ meetings are kept in compliance with the
Corporations Act and the organisation’s constitution; (again company secretary cannot do this
without authority)
• Ensuring legal requirements with ASIC and other regulators are met, including continuous
disclosure;
• Providing advice to directors regarding the Corporations Act, constitution, ASX requirements
and other legal and regulatory needs;

Newer roles relating to board performance including:
• Advising the board on good practice in corporate governance, e.g. giving guidance on the
legal implications of the way it discharges its duties, runs meetings, makes decisions, etc.
• Promoting the compliance framework to safeguard the integrity of the organisation
• Counselling the board on standards of ethical and corporate behaviour
• Ensuring the board has the information it needs to make informed decisions (for the Business
Judgment Rule defence)
• Organising board performance reviews
• Involvement in risk management and corporate responsibility matters
• Policy formulation for the board
• Managing director induction and maintenance of a director manual.