The corporate or company secretary plays a very critical role in the corporate world of the US and holds a pivotal position in the corporation. Earlier, the role of corporate secretary was limited to keeping records and minutes but now his shoulders are burdened with many responsibilities. The role of Corporate Secretary is evolved and become more vital over the years.
The state in the United States America wants all companies to have a Corporate secretary who stands at the highest level in the corporation. He is the officer of the company whose job is to attend all the board meetings of the corporation. The role and responsibilities of the corporate secretary are governed by the corporate bylaws of the companies and it differs from one corporation to another. The role of CS is not secretarial or clerical as its name suggests. He is the promoter of good corporate governance and responsible for the efficient functioning of the company.
He has become the guardian of the corporation because his role is major in driving the business growth and success. He acts as an intermediary between the board of directors and senior management. He is the person who helps the company to comply with the provisions of all legislative and regulatory rules and makes the members aware of their legal responsibilities. He works closely with the senior management and checks whether the company is working to fulfill its objectives and values.
Following are the key roles of the Company Secretary in the US
Meetings organizer
He plans, executes and oversees the Board meetings, all committee meetings and shareholders’ meetings. Because of him, the meetings in the corporation took place smoothly and timely. He is responsible for the preparation of the meeting materials, creating agendas and doing other meeting-related work.
The executor of the resolution
He is the executor of all resolutions and decisions that are taken by the board of directors in the meeting.
Records keeper
company secretary keeps the records of meetings and all other significant documents of the corporation such as business licenses, meeting minutes, contracts, regulatory filings, stock transfers, shareholders correspondence, proxy statements and certificates of good standing etc. He not only keeps records but also makes them accessible to the shareholders, stakeholders and board of directors whenever it is required. He makes sure that the documents he kept are accurate and updated.
Advisor
The corporate or company secretary advises the Board of Directors of the corporation both collectively and individually and to the senior management. He keeps himself updated with the latest trend and best practices to advise the board of directors.
Biggest Supporter of Board of Directors
Corporate or company secretary give necessary administrative support to the board of directors, draft and review the materials of the board of directors, manages the communication between the board of director and senior management and coordinate the activities of the board.
Trainer
The Corporate Secretary has to oversee the orientation and training of the board of directors when they join the corporation. He even suggests effective courses and training so that they can perform their role best in the corporation.
Compliance officer
As a compliance officer, it’s his work to make sure that the company’s basic code of conduct and corporate charter is followed. He saves the company from future legal risk by complying with the provisions of all applicable laws.
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