Governance NZ

Archive - What does a Company Secretary do?

A Company Secretary operates in a challenging, complex and dynamic environment.

Whether in a listed company, a not-for-profit company, a government department, statutory commission, government agency, or a government corporation, the Company Secretary, corporate secretary or administrator tackles a wide range of stimulating issues.

As advisers to directors, company/corporate secretaries and administrators are often relied upon as the corporate authority on relevant regulatory requirements, listing rules requirements and other legislation relevant to corporate governance.

They may be called upon to handle such complex issues as multi-million dollar capital raisings, the implementation of new information systems, directors' elections, the production of annual reports or the issuing of a prospectus.

They are expected to bring both technical expertise and the highest ethical standards to the table.

Responsibilities include:

  • providing the board of directors with advice, in relation to the Companies Act, New Zealand Stock Exchange (NZX) requirements and the organisation's constitution, to ensure both the board and the company meet legal and regulatory obligations
  • identifying areas for improved corporate governance
  • acting as chief administrative officer, which can include the roles of office manager, public officer, accountant, financial adviser and controller and public relations officer
  • carrying out the instructions of the board, assisting in the implementation of corporate strategies and giving practical effect to the board's decisions
  • liaising with shareholders and a range of other external parties including auditors, lawyers and tax advisers
  • arranging shareholder/stakeholder meetings including notices, proxies, voting and reports
  • ensuring statutory compliance and interacting with regulatory bodies.

A Company Secretary's major management responsibilities may include:

  • contracts
  • finance
  • accounting
  • insurance
  • meetings and minutes
  • property
  • share registry
  • shareholder reporting
  • statutory registers
  • superannuation

In advising on and ensuring the organisation's legal compliance the Company Secretary has regard to:

  • NZX requirements
  • consumer law
  • corporate law
  • environment law
  • superannuation law
  • taxation law

It is a role which is constantly changing and challenging as we continue to see vast change in legislation affecting corporate conduct.