A company secretary is a senior position in a private sector company or public sector organisation, normally in the form of a managerial position or above. In large American and Canadian publicly listed corporations, a company secretary is typically named a corporate secretary or secretary.
The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.
Despite the name, the role is not clerical or secretarial. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.
Roles and responsibilities
Company secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation’s regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.
Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.
Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretary. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board’s needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalised, with a title such as Chief Governance Officer added to their existing title.
In view of the important roles the company secretary plays in business, PLCs and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities.
In the UK, the company secretary may be qualified by virtue of examination and membership of the Institute of Chartered Secretaries and Administrators (ICSA), which is the main qualification specifically for company secretaries. ICSA is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a ‘Chartered Secretary’ or ‘Chartered Company Secretary’. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated ‘corporate secretaries’ or ‘certified public secretaries’. It is expected that company secretaries of publicly quoted companies will be professionally qualified through ICSA, one of the chartered professional bodies in the accountancy profession, or have appropriate training and experience through another body.
In India, the Institute of Company Secretaries of India (ICSI) regulates the profession of company secretaries . ICSI is a statutory professional body which has more than 50,000 associate members.
Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.
Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).
Many corporate secretaries of North American public companies are lawyers and some serve as their corporation’s general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice
Stages to become a Company Secretary:
The student who would like to join the Course after 10+2 pass or equivalent has to undergo three stages to pursue the Company Secretaries Course i.e.
The Student who would like to join the Course after passing the Graduation has to undergo two stages of the Company Secretaryship i.e.
Foundation Programme which is of eight months duration can be pursued by 10+2 pass or equivalent students of Arts, Science or Commerce stream (Excluding Fine Arts)
Executive Programme can be pursued by a Graduate of all streams except Fine Arts.
Professional Programme can be pursued only after clearing the Executive Programme of CS Course
ADMISSION TO THE CS COURSE is open throughout the year. Examinations are held twice a year in June & December.
Cut off dates for admission to CS course:
|For Foundation Programme||31st March for appearing in December Examination in the same year|
|30th September for June Examination next year|
|For Executive Programme||28th February for appearing in both modules in December Exams in the same year year|
|31st May for appearing in single module in December Examination in the same year|
|31st August for appearing in both modules in June Exam in the next year|
|30th November for appearing in single module in June Examination in the next year.|
SUBJECTS FOR CS COURSE
|There are 4 papers in CS Foundation Programme|
|There are 7 papers divided into 2 Modules in CS Executive Programme (wef. 01.02.2013)|
|There are 8 papers divided into 4 Modules in CS Professional Programme|
Foundation Programme [4 papers]( New Syllabus – w.e.f. 1st April 2017 )
· BUSINESS ENVIRONMENT AND LAW
· BUSINESS MANAGEMENT, ETHICS & ENTREPRENEURSHIP
· BUSINESS ECONOMICS
· FUNDAMENTALS OF ACCOUNTING AND AUDITING
Executive Programme [7papers]
· Company Law
· Cost and Management Accounting
· Economic and Commercial Laws
· Tax Laws and Practice
· Company Accounts and Auditing Practices
· Capital Markets and Securities Laws
· Industrial, Labour and General Laws
Professional Programme [8 papers]
· Company Secretarial Practice
· Drafting, Appearances and Pleadings
· Financial, Treasury and Forex Management
· Corporate Restructuring and Insolvency
· Strategic Management, Alliances and International Trade
· Advance Tax Laws and Practices
· Due Diligence and Corporate Compliance Management
· Governance, Business Ethics and Sustainability
|Professional Program ( new syllabus)|
|1. Advanced Company Law and Practice|
|2. Secretarial Audit, Compliance Management and Due Diligence|
|3. Corporate Restructuring, Valuation and Insolvency|
|4. Information Technology and Systems Audit|
|5. Financial, Treasury and Forex Management|
|6. Ethics, Governance and Sustainability|
|7. Advanced Tax Laws and Practice|
|8. Drafting, Appearances and Pleadings|
|9. Electives 1 out of below 5 subjects|
|9.1. Banking Law and Practice|
|9.2. Capital, Commodity and Money Market|
|9.3. Insurance Law and Practice|
|9.4. Intellectual Property Rights – Law and Practice|
|9.5. International Business-Laws and Practices|
Fee Structure for CS Course
|CS Foundation Programme||Rs.4500/-|
|CS Executive Programme||Rs.9000/- for Commerce Graduates|
|Rs 12,500/- for CPT passed of ICAI / Foundation passed of ICAI-CMA|
|Rs 10,000/- for Non Commerce Students|
|Rs 8,500/- for CS Foundation passed students|
|CS Professional Programme||Rs.12,000/-|
- Examination is conducted twice a year in June and December
- Examination fee
Foundation Programme –Rs. 1200/-
Executive Programme – Rs. 1200/- per Module
Professional Programme –Rs. 1200/- per Module
Last date for submission of application for appearing in the examination
25th March (with late fee of Rs. 250/- till 9th April)
25th September (with late fee of Rs. 250/- till 10th October)
|Medium of Examination
The Institute allows facility to students to appear in examination in English as well as in Hindi. (Except Business Communication subject of Foundation Program)
A candidate is declared to have passed the Foundation / Executive / Professional examination, if he/she secures at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregate of all subjects.
|Time limit for completing CS Examination
A student is required to complete the Executive and the Professional examination within the registration period. However, on payment of requisite fees the validity of registration may be renewed / extended for further period subject to fulfilling the applicable guidelines.
CS Fee Structure for Various Training Programmes
Fees structure approved by the Council for various Training/Academic Programmes for the students is as under:
|Name of Programme||Amount(Rs.)*|
|Executive Development programme (EDP)||Not exceeding Rs. 1000/- per student|
|2 days Induction||Not exceeding Rs. 1500/- per student [including the cost of serving working lunch, tea, biscuits/snacks etc.]|
|3 days e Governance||Not exceeding Rs.3000/- per student [including the cost of serving working lunch, tea, biscuits/snacks etc.]|
|5 days Skill Development||Not exceeding Rs.4000/- per student [including the cost of serving working lunch, tea, biscuits/snacks etc.]|
|5 days Entrepreneurship Development||Not exceeding Rs.4000/- per student [including the cost of serving working lunch, tea, biscuits/snacks etc.]|
|Management Skills Orientation Programme (MSOP)|| Not exceeding Rs.7500/- per student[including tea, snacks and books/modules/ e library subscription but excluding cost of lunch.]
Host Regional Office /Chapter may charge additional fee for providing lunch.
|Professional Development Programme(PDP)||a) For 8 hours PDP : Not exceeding Rs.800/- per studentb) For 4 hours PDP : Not exceeding Rs.400/- per student
c) For 2 hours PDP : Not exceeding Rs.200/- per student\
Over and above the programme fee, host Regional Office /Chapter may charge additional fee for providing tea, snacks, lunch etc.
*Amount of programme fee (within approved limits) and additional amount towards cost of lunch (if any) is to be decided by the host Regional Council/Chapter where the programme is being organized.
“For any clarification/queries related to training , please send email at email@example.com or call ICSI Call Centre helpline numbers 011-33132333 /66204999 (Monday–Friday 7 a.m. to 11 p.m. & Saturday 9 a.m. to 9 p.m.”