The Company Secretary makes the preparations for the conferences, together with AGMs, and retains formal data of the group’s course of and selections: the minutes of the assembly. This will embody retaining data of correspondence.
The Secretary’s duties in reference to the conferences of the Board of Administrators and Shareholders earlier than the assembly is held, on the assembly and after the assembly are described under:
Duties of Company Secretary earlier than the Assembly:
There are a number of issues that the secretary must know earlier than a gathering, most of which might simply be came upon by asking the individual resulting from chair the assembly.
Crucial are:
- To draft the discover concerning the holding of the assembly in session with the chairman and situation on the proper time.
- So as to stop the unauthorized individual to attend the final conferences of the shareholders, Admit Card could also be issued to the members together with the discover of the assembly. The Secretary ought to see that such Admit Card are printed in time to allow him to ship them to the members together with the discover.
- If it’s the assembly of Board of Administrators, he ought to put together the agenda beneath the instructions of the chairman. If, nonetheless, it’s the common assembly, he ought to draft the agenda beneath the instructions of the Board in session with the chairman. There could also be different individuals who have a proper so as to add gadgets to the agenda.
- The secretary has a task in ensuring that the agenda will not be overloaded, which can embody discussing with the chair and others what could possibly be postponed to a later assembly, and what could possibly be coated in a written report.
- He ought to know which sort of notes or minutes are required (a) Formal Minutes that set out who mentioned what, or (b) Temporary Notes that document the agreed actions.
- He ought to know the timeframe for the manufacturing and circulation of notes or minutes after the assembly.
- He ought to know the method for clearing the notes for publication (a) Some chairs prefer to approve minutes earlier than they’re despatched additional. (b) Others want them to be circulated to a number of key attendees on the identical time.
- He should see that the continuing of the earlier assembly have been recorded within the minute e book.
- He ought to scrutinize the proxy varieties which have been obtained throughout the prescribed time and register them as a result of the members have a proper to examine the proxy varieties throughout business hours.
- He ought to see that the association has been made for accommodating the members at a gathering together with discovering a venue and arranging for appropriate refreshments and any AV services. He also needs to see that stationary or the poll papers which can be required on the assembly by the members can be found at the moment.
- Additionally it is value discovering out who is anticipated to attend, the organizations that they characterize, and among the points which have been raised at earlier conferences. This may assist perceive what is going on on. This may be accomplished by previous minutes of conferences, and likewise asking the chair what’s more likely to be mentioned.
- The secretary is answerable for sending out the papers for the assembly. This may embody, however will not be restricted to, the agenda, the minutes of the final assembly, and any papers for dialogue or data company secretary in hong kong.
Duties of Company Secretary on the assembly:On the day of the assembly, there are a number of issues that the secretary might want to do:
- Make certain to know who is anticipated to attend the assembly and an inventory of attendees is supplied to the safety guards of the constructing.
- Get to the venue early and examine that every little thing is OK. Ensure that every little thing is there, the room is laid out appropriately, any AV tools is working, there are sufficient chairs, and any refreshments have arrived.
- Give some thought to who sits the place, and even mark out a seating plan, as this makes an enormous distinction to the best way that the assembly runs. Make sure that the chair is sitting centrally and that secretary is seated subsequent to them.
- Make certain to have loads of spare copies of papers for individuals who have not introduced a duplicate. If there are quite a lot of papers it could be acceptable to rearrange them in a folder utilizing page/part numbers in order that individuals can simply discover papers associated to the present dialogue.
- If name badges are used, set them out in alphabetical order on a desk by the door, the place attendees can decide them up as they arrive.
- The Secretary ought to see that the attendance register of members is saved prepared on the entrance of the corridor the place the assembly is to be held. The register is to be signed by the members earlier than they’re admitted to the assembly, after displaying the admit card, if any. In case of proxies, the assistants ought to evaluate the signatures of the individuals (proxy) with that on the proxy kind. In case of the Board Conferences, since there are just a few administrators and the Secretary is aware of them personally, the attendance register of Administrators or a paper on which the names of the administrators is typed, is circulated amongst the members for his or her signatures earlier than the graduation of the assembly. He ought to see that solely administrators who’re current have signed as a result of the administrators sitting payment, if any, needs to be paid solely to these administrators who’re current and have signed.
- The signatures within the attendance register of the members will allow the chairman to see whether or not or not the quorum is current.
- When the chairman is glad that the quorum is current, he authorizes the Secretary to learn the discover issued concerning the assembly and the apologies for absence by some members on the assembly.
- After having learn the discover calling the assembly, the Secretary is permitted to learn the minutes of the earlier assembly and the chairman asks the members as as to if the minutes must be adopted. After the minutes of the earlier assembly have been accepted, the Secretary ought to get the minutes signed by the chairman.
- The Secretary ought to provide the mandatory data, reviews, paperwork, letters and so on. to the chairman based on the merchandise of agenda.
- If any level on Company Legislation is raised, the Secretary ought to help the chairman and for that goal he ought to reference the Corporations Act.
- He has to assist the chairman in counting the votes, conduct of ballot, if demanded by the members. For this goal he asks his assistants to be accessible in order that they might help him in case of want.
- He has additionally to take notices of the continuing of the assembly, any decision handed, who proposed and seconded the movement, what number of votes have been solid in favor and in opposition to the movement and so on.
Taking the Minutes of a Assembly:Welcome and Introductions
The minutes embody a full listing of these current, and all who despatched apologies.
To save lots of you scribbling frantically as folks introduce themselves across the desk, flow into a sign-up sheet asking folks to provide their names, organizations and phone particulars. Word down any apologies for absence supplied throughout introductions: folks typically introduce themselves as “So-and-so’s alternative and, by the best way, he/she sends their apologies”.
The Essential Business
The tactic of taking notes within the assembly is dependent upon how formal the minutes must be.
If reporting solely a short abstract of the dialogue, plus any motion factors, then hearken to the dialogue after which summarize it in observe kind.
If writing the details made by particular person speakers, then make a fuller set of notes, together with the speakers’ names or initials.
It is a matter of alternative whether or not to make use of a laptop computer or pen and paper to make notes, though it is as effectively to examine with the chair prematurely particularly in a paid function.
Supporting the Course of
It’s the job of the chair to handle the method of the assembly, however there are a number of issues that the secretary can do to assist.
These embody:
- Quietly cross a observe to the chair highlighting any points with the timing of the agenda, or slippage, or when espresso is because of arrive.
- Recap and summarize the dialogue. That is notably useful when individuals are beginning to make the identical factors once more.
- Ask for clarification of a specific level in the event you do not perceive it. The probabilities are that in the event you do not, others will not both and, anyway, it is advisable perceive it to minute it appropriately.
- As soon as an motion has been agreed, examine who’s going to undertake it. It isn’t unusual for a gathering to agree that motion is critical, and what that motion is, with out assigning who’s answerable for it. The Secretary can be sure that this doesn’t occur.
Relying on the kind of group, it is in all probability finest to debate these duties with the chair prematurely to make it possible for your intervention can be welcomed.Duties of Company Secretary after the Assembly:
It is best to begin writing minutes as quickly as attainable after the assembly.
Minutes ought to observe the order of the agenda. Even when somebody revisited a specific matter in a while within the assembly, that dialogue must be included beneath the unique agenda merchandise. Embrace all the important thing factors made in dialogue, any selections made and actions agreed, along with who’s answerable for actions.
Minutes are nearly at all times written previously tense, and normally within the passive voice (“X set out that y wanted to occur; it was agreed that Z could be accountable”). Use ‘would’ quite than ‘will’ for what’s going to occur, particularly with formal minutes.
It’s a matter of favor whether or not first names, titles plus surnames, or initials are used to seek advice from these talking. Test with the chair, or take a look at previous minutes to see what has been accomplished earlier than, and use the identical method persistently.
Checking and Approving
It’s advisable to ship the minutes to at least one or two trusted folks to examine and touch upon earlier than circulating them extra broadly. Certainly one of these folks is the chair. As soon as the minutes have been accepted by the chair, they are often circulated extra broadly to the attendees and, if vital, revealed on a website. Bear in mind that attendees could want to appropriate any errors, and corrections will must be integrated within the subsequent set of minutes.
He ought to take vital motion on the choices taken on the assembly e.g. situation of dividend warrants in case of declaration of the dividend, situation of letters of remorse, ship letters concerning the bonus shares and so on. and so on.
He ought to file the copies of the steadiness sheet and the revenue and loss account after the annual common assembly with the registrar.
