What is the Role of the Company Secretary

Responsibilities of the Company Secretary

Most countries, including South Africa, have a Companies Act (or similar legislation) that defines an official role for the company secretary.

The role of the company secretary is a senior position with responsibilities tied to compliance with legal and regulatory requirements, as well as a quasi-legal advisory function. In the case of a listed company, the company secretary’s role becomes even more important due to the expanded legal and governance obligations.

This position typically spans several areas. One major aspect is the practical responsibility of handling administrative tasks, such as producing board documents, recording voting outcomes, and taking minutes of meetings.

Another important aspect is the advisory role in relation to directors’ duties, the obligations of the company, and the functioning of the board. This advisory function must be underpinned by a solid understanding of governance practices and requirements surrounding the calling and conduct of board meetings.

While some jurisdictions have removed the legal requirement for a company secretary in private companies, the role remains vital in many parts of the world — and is becoming even more significant in today’s landscape of virtual and hybrid board meetings.

The Company Secretary is the Glue

Alongside the Chairperson of the Board, the company secretary often has a bird’s-eye view of the organisation. This individual is central to the creation and distribution of board documents, responsible for preparing meeting agendas, and typically has direct contact with C-suite executives (such as the Chairperson, CEO, and CFO).

In today’s world of remote work and digital collaboration, a skilled company secretary can be the thread that binds the leadership team together.

Duties of a Company Secretary

For listed companies, the responsibilities of a company secretary can generally be grouped into the following key areas:

Legal Compliance

• Ensuring the company complies with all relevant legal and regulatory obligations

• Maintaining accurate records and filing statutory returns

• Ensuring adherence to corporate governance codes

Board Support

• Providing logistical and advisory support to the board and its committees

• Organising board meetings and drafting agendas and supporting documentation

• Ensuring board members understand their legal and governance responsibilities

Shareholder Communication

• Coordinating annual general meetings (AGMs)

• Responding to shareholder enquiries

• Keeping shareholders informed of relevant company developments

Risk Management

• Ensuring that risk management processes are in place

• Monitoring the organisation’s risk exposure

• Identifying and mitigating potential risks

Company Secretarial Support

The company secretary is also responsible for providing general company secretarial services, including:

• Maintaining the shareholder register

• Keeping the company’s Memorandum of Incorporation and related records up to date

• Ensuring legal and regulatory compliance

Listed Company Secretarial Duties

For companies listed on a stock exchange, the company secretary has additional responsibilities tied to the company's public status. These include:

Compliance with Listing Requirements

• Ensuring compliance with the listing rules of the relevant exchange

• Timely and accurate disclosures

• Liaising with the exchange and ensuring investor communications meet regulatory expectations

Insider Trading Regulations

• Ensuring the company adheres to insider trading laws

• Making sure directors and employees are aware of their trading obligations

Disclosure Obligations

• Guaranteeing all required information is disclosed to the market

• Ensuring that financial statements are accurate and conform to accounting standards

• Communicating material developments to investors in a timely and transparent manner

[Updated: May 2025]