The term ‘secretary’ is derived from the Latin word ‘secretarius’, the meaning of which is ‘a confidential officer.’ Secretary is one to whom secret matters are entrusted and he has to maintain secrecy of the works he deals with. In earlier times, a secretary was entrusted only to conduct correspondence for kings and other high dignitaries.
Now in modern times, the duties and functions of company secretary have become very wide and varied as compared to the ancient concept. Now a day, company secretary is one of the most important persons who perform some specified duties in the company from of business. The overall functions of a company can be of two types; management of the business and secretarial work. The latter includes maintenance of books and registers required by the company’s Act, issue of share certificates, certification of shares, recording of transfer of shares, preparing agenda, issuing notice of meetings, arranging and attending meetings, drafting the minutes, sending returns to the registrar etc.
According to section 2 (45) of Indian companies Act (amended in 1988)
“secretary means a person who is a member of the Institute of the company secretaries of India, and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties.”
This definition reveals the following three features of a company secretary.
- Only an individual may be appointed as a company secretary. A firm or a body corporate cannot be appointed as a company secretary.
- The company secretary should possess the requisite qualifications.
- The duties of company secretary are ministerial and administrative in nature. They are not managers.
In Bangladesh, the companies Act 1994 recognized the functions of company secretary and considered company secretary as an important officer.
At last, it can be said that company secretary is a high-level officer of the company having requisite qualifications. He is appointed according to the rules prescribed in the companies act. He acts as a liaison officer with board of directors, employees, shareholders, and other outside parties.
Appointment of Company Secretary
Every public limited company must have a company secretary. The possible ways of appointing company secretary are discussed below:
- Appointment by the promoters: The first secretary of company is generally appointed before its incorporation. The promoters give such appointment for assisting them in all preliminary works of company formation, holding meetings, keeping minutes of meetings and preparing various documents. The name of such secretary may be included in the articles of association of the company.
- Appointment by the first board of directors: After incorporation, the first board of directors appoints the company secretary by adopting a resolution in their first board meeting as his appointment is mandatory for every public limited company. Here they can appoint a new company secretary or can continue the existing secretary appointed by promoters.
- Appointment from within the board of directors: After incorporation, the promoters can appoint any one of them as company secretary who is deemed to be qualified for the post. In such a case, a special resolution needs to be adopted as the post is an office of profit.
- Appointment of professional secretary: At the time of formation or after incorporation of the company, the directors can appoint any professional company secretary. Such secretary can be appointed on a part time or full-time contract.
The appointment of company secretary is a statutory obligation for every public limited company. Such an appointment should be through a written agreement. The agreement should include the period for which he is appointed, the condition of employment, salary or allowance allowed, rules regarding termination etc.