Company Secretaries & the Role They Play in Ensuring Corporate Governance

The Companies Act (hereinafter referred to as “the Act”) states that every company shall have a company secretary and that the person appointed must have the requisite knowledge and experience to discharge the functions of company secretary.

Whilst the primary duties and responsibilities of a company secretary emanate from the Act, companies may include further duties in the articles of association of each respective company. Regulation 72 of Part 1 of the First Schedule to the Act lays down that the company secretary shall be responsible for:

• The minute book of the general meetings of the Company
• The minute book of the meetings of the Board of Directors
• The register of members
• The register of debentures
• Such other registers and records as the company secretary may be required to keep by the board of directors
• Ensure that proper notices are given of all meetings, and;
• Ensure that all returns and other documents of the company are prepared and delivered in accordance with the requirements of the Act.

A quick look at these duties and responsibilities, and it is evident that the individual appointed to the office of company secretary must have a reasonable understanding of the Memorandum and Articles of Association, the powers which reside with directors and shareholders as well as the role of a chairman and of any other personnel within a company. The company secretary may be viewed as the focal individual for creating order in a company and it is mainly in these functions that the true value of a company secretary may be measured.

In view of this, it would be very short sighted for one to view the role of the company secretary as simply being administrative in nature. Whilst it is true that a company secretary does not partake in the management of the Company (as this duty clearly lies with the Director), it is becoming increasingly common for individuals to view the company secretary as “an advisor to the Board”. It could be said that not only is it important, but it is almost expected for the company secretary to ensure good corporate governance.

Therefore, besides satisfying a basic formal requirement for companies under the Act, the appointment of a secretary also addresses a more essential long-term objective, that of maintaining the good standing of a company under the laws of Malta through the services of an individual possessing the experience and competence to guide the company’s board of directors in their management of company’s affairs and to represent the company’s interests with the Maltese authorities whenever required.

Company Secretaries are appointed by the board of directors and it is in the Board’s best interest to guarantee that the person they are appointing may bridge the link between management and the board of directors by providing support and ensuring that all matters that need to be discussed at board level are included on the agenda, that the individuals attending the meetings receive the right information in a timely manner in order for them to be able to contribute at meetings.

ARQ is in a position to provide its corporate clients with the services of a resident company secretary whenever required. ARQ is also able to provide company secretarial support to ensure clients meeting their obligations on time every time. We understand that it is becoming increasingly demanding and time consuming to keep up with statutory requirements whilst it is essential that all corporate governance obligations are met and complied with. We offer our clients support services to ease the burden of continuous obligations on companies, their directors and officers. We understand that every company has different requirements which are specific to their particular structure, goals and objectives and in view of this, we are able to scale up the level of support required depending on our client’s needs.