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Corporate administration

Company secretary

Every public company must have a qualified company secretary. Private companies
may choose to appoint a secretary, but are not obliged to do so. The company
secretary is the chief administrative officer of the company.

The secretary is usually appointed and removed by the directors.

The secretary of a public company must be qualified under one of the following
conditions:

 Is a solicitor, barrister or member of ICAEW, ACCA, CIMA, ICSA, CIPFA, or

 Appears capable of discharging the functions by virtue of another position or
qualification.

There are no statutory duties; therefore the duties will be whatever the board
decides. The company secretary will typically undertake the following:

 Make returns to the Registrar,

 Keep registers, and

 Give notice and keep minutes of meetings.

The company secretary has the authority to bind the company in
contract. Authority may be:

 Actual – this is the authority delegated by the board; or

 Implied – this usually involves contracts of an administrative
nature. It does not extend to making contracts of a commercial
nature or to borrowing money.

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