Good Governance Guide: 5.1
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The core duties of the company secretary of a New Zealand company limited by shares are as follows:
Board Meetings
Co-ordinating the operation of the company's formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending and minuting of the meetings; maintaining minute books; certifying copies of minutes; and ensuring that correct procedures are followed.
General Meetings
Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-ordinating the administration and minuting of meetings; and ensuring that correct procedures are followed.
Company Constitution
Ensuring that the company complies with its constitution; drafting and incorporating amendments in accordance with correct procedures.
General Compliance
Monitoring and ensuring compliance1 with relevant legal requirements, particularly under the Companies Act.
Stock Exchange Requirements
Monitoring and ensuring compliance with the requirements of the New Zealand Stock Exchange; managing relations with the exchange through the company's brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; and making applications for listing of additional issues of securities.2
Statutory Registers and Books
* Maintaining the following books and statutory registers
* a share register CA93 sec 87
* company records CA93 sec 189
* accounting records CA93 sec 194
* register of charges created by the company, Companies(Registration of Charges) Act.
Statutory Returns
Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regards are:
* any changes in the director(s) of a company or particulars relating to director(s)
1. changes to a directors name or residential address
2. removal from office in accordance with the Act or constitution
3. disqualification from holding office
4. appointments/resignations/deaths
* annual return
* change of company name
* adoption, alteration and revocation of constitution
* issue of shares
Report and Accounts
Co-ordinating the publication and distribution of the company's annual report and accounts and interim statement in consultation with the company's internal and external advisers and, in particular preparing the directors' report.
Share Registration
Maintaining the company's register of members; dealing with transfers and other matters affecting shareholdings; and dealing with queries and requests from shareholders.3
Shareholder Communication
Communicating with the shareholders (i.e. through circulars); payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; general shareholder relations; and relations with institutional shareholders and their investment protection committees.
Shareholder Monitoring
Monitoring movements on the register of members to identify an apparent ????stake-building' in the company's shares by potential takeover bidders; and making inquiries of members as to beneficial ownership of holdings.
Share and Capital Issues and Restructuring
Implementation of changes in the structure of the company's share and loan capital and devising; implementing and administering directors' and employees' share participation schemes.
Acquisitions and Disposals
Participating as a key member of the company team established to implement corporate acquisitions and disposals; protecting the company's interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.
Corporate Governance
Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.
Non-Executive Directors
Acting as a channel of communication and information for non-executive directors.
Company Seal
Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.
Registered Office
The establishment and administration of the registered office; the receipt, co-ordination and distribution of official correspondence received by the company at its registered office; and ensuring the provision of facilities for the public inspection of company documents.
Subsidiary Companies
The administration of subsidiary companies; implementing changes to, and maintaining a record of the group's structure.
Disposal and Retention of Documents
In the above list of core duties of the company secretary can be found aspects of document retention such as the company seal, statutory books and registers. The retention of company documents, let alone their disposal is a huge and complex area and is dealt with in the separate Chartered Secretaries New Zealand Inc. publication "The Disposal and Retention of Documents" 5th edition available from CSNZ together with "Electronic Document Management".
1. The company secretary may not be personally involved with all areas of compliance and ensuring' compliance may read as ensuring that satisfactory arrangements are in place to secure compliance.
2. If the company is quoted on an overseas Stock Exchange, the company secretary will also be responsible for monitoring and ensuring compliance with that exchange's regulations and procedures
3. Although this may be dealt with by external service registrars, the company (including the company secretary) may still be held liable for any failure to comply with the law. The company secretary will therefore be responsible for liaison with the registrars and resolving matters of particular sensitivity.
This material is subject to Copyright. The Good Governance Guides indicate what in our view is one interpretation of good practice. They are not designed to cover off or comply with all applicable legislation or case law. We cannot be held liable or accountable to any person who acts or relies upon the information provided. The guides are not a substitute for professional advice. We welcome any recommendations that will improve the content of our Good Governance Guides.