Electronic textbook. Job description of the corporate secretary of the company The role of the corporate secretary in the corporate governance system

To enter the global market and become attractive to investors and creditors, it is necessary to establish management. To improve the efficiency of the company, a new position was added to the staff by law - corporate secretary.

This person is the face of the company. Thanks to him, the secretary, interaction between the company’s employees—the board of directors, top managers and owners of the joint-stock company—occurs.

International and Russian practice

In foreign companies, the company secretary or company secretary appeared quite a long time ago and occupies a significant position in the corporation. He is the core link in the administration of the main areas of the company's activities. This is most likely due to the level of management and business traditions that have developed in different countries.

Legal regulations in certain countries require large public companies to have this position on staff. For example:

• Companies Act 1985 (UK).
• Corporations Act 1991 (Australia).

IN Russian companies in 2002, they mentioned the functions and powers of corporate secretaries. The authorized federal-level commission for the securities market developed a Code of Corporate Conduct, approved by the Government of the Russian Federation in the same year.

First of all, joint stock companies had to introduce this position into their staff, thanks to which positive results were noticeable after a certain period of time.

Corporate Secretary in Russia

Working as a corporate secretary is a big responsibility. He is the guarantor in the relations of the board of directors with other participants of the company. The Secretary ensures that the interests of all parties are protected by complying with laws and internal regulations.

By resolving emerging conflicts, the channels between the board of directors and the management board are noticeably improved. Control over the execution of proposed decisions and information processing increases, which contributes to more balanced and productive management.

Who is this position suitable for?

Before choosing someone for this responsible position, it is worth deciding on the society. List job responsibilities included in the execution corporate secretary, is wide enough. For example, this is assistance to board members and committees in providing professional advice, information coverage, organizing and conducting shareholder meetings, resolving conflict situations, maintaining internal documentation and any corporate actions within the framework of the law. This list is not complete, but thanks to it you can understand who should be entrusted with this position.

In practice, it has been observed that lawyers most often perform the duties of a company secretary. Qualities such as knowledge of laws, record keeping, and disclosure of information speak in their favor. They are able to provide legal protection and professional assistance. Weak side are the lack of organizational skills and insufficient knowledge about conducting shareholder meetings.

The head of the legal department can become a fairly good corporate secretary. Unlike an ordinary lawyer, he has management skills. He has a team of employees at his disposal to carry out small tasks. The disadvantages of such a candidate include the reluctance to do minor work and the fact that he can be quite expensive for the company.

Quite common Chief Accountant, who combines the work of a secretary. Most likely, this appointment is prompted by his frequent performance of duties of other employees. True, there are more minuses than pluses. Maintaining document flow and performing monotonous work can be called positive. Disadvantages are lack of knowledge corporate governance, corporate legislation, conflict resolution skills, lack of legal education and competence in organizing and holding shareholder meetings.

From the information provided, we can conclude that no one will be able to completely replace the company secretary. The corporate secretary of a joint stock company has necessary knowledge in full. True, the personal qualities of a person, his desires and aspirations are important.

Basic requirements for the position

High responsibility implies high requirements. The appointment of such a position as corporate secretary is carried out by the board of directors.

The main requirements can be identified:

1. Higher education (legal or economic).
2. Knowledge of stock markets (Russian and foreign).
3. Knowledge of the laws of the Russian Federation relating to shareholder law and the drafting of regulations.
4. Experience in management, knowledge of the basic standards of Russian and international corporate governance and economic and financial activities.
5. Responsibility, sociability, sense of humor and high resistance to stress. As well as responsibility, the ability to regulate conflict situations, organizational and analytical skills.
6. Free use of PC.

If the securities of a shareholder company are included in the lists of foreign exchanges, the corporate secretary must understand international legislation.

The corporate secretary may have several employees performing certain functions. Depending on the size of the company, their number can reach seven people. The organization's secretary himself may report to the board of directors or the general director.

Benefits of the position

The importance of such a position as a corporate secretary, whose duties cannot be underestimated, is difficult to overestimate. He is able to influence the success and fruitfulness of the aspirations of a joint stock company. A lack of communication between links in a company's hierarchical chain can lead to many problems. We can highlight such problems as criminal and administrative liability, loss of reputation of the joint-stock company, and a possible decline in stock prices.

The trust of investors and shareholders depends on the company's reputation. They expect management to act in their interests. The secretary of the association, whose tasks and functions are specified in the charter and code of the joint-stock company, will most effectively cope with this task.

Main functions

The functions of the corporate secretary are set out in detail in the Code of Corporate Conduct. The importance of the role of this position in the company is indicated by such powers as:

• notification of all persons participating in the meeting of shareholders;
• compiling a list of those who will attend the meeting;
• distribution of ballots to participants of the shareholders' meeting;
• providing access to necessary information;
• distribution of certified copies of materials required by shareholders at the meeting;
• consultation and answers to questions of interest to everyone during the meeting;
• collection and transmission of completed ballots counting commission;
• about the final results of the voting;
• consultation on legal issues and protection of shareholders' rights.

Education

There is an opportunity to improve your qualifications in a position such as corporate secretary; training will help with this. With growing demand, higher pay and greater demands on the profession, all kinds of educational institutions and seminars in Russia on business topics. There is an opportunity to take corporate secretary courses.

Conclusion

Russian companies, having adopted the experience of foreign ones, are developing the effectiveness of the institute of corporate secretaries, practicing the creation of a successful organizational activities. They try to demonstrate changes in the transformation of corporate governance with positive side, thereby enhancing the image of Russian joint stock companies.

1. The need for a corporate secretary

For many Russian joint stock companies, the position of corporate secretary will be a novelty. By the way, this position is not mentioned either in the Law on JSC or in other legislative acts. The functions and tasks of the corporate secretary are regulated in detail only by the Code of Corporate Conduct.

The corporate secretary is a special official of the company, whose task will be to ensure that the bodies and officials of the company comply with procedural requirements that guarantee the implementation of the rights and interests of the company's shareholders.

The company secretary ensures compliance with internal rules and regulations by all management bodies of the company. The company secretary ensures clarity of interaction between different management bodies of the company in accordance with the company's charter and other internal documents.
It is worth noting that proper compliance with the procedure for preparing and conducting general meeting shareholders, activities of the board of directors, storage, disclosure and provision of information about the company, since failure to comply with these procedures entails the majority of violations of the rights and interests of shareholders.

Only a permanent person who has the necessary professional qualifications and does not combine this activity with the performance of other functions in society can effectively ensure compliance with these procedures. In essence, the corporate secretary is a person located between the shareholders, management bodies and officials of the company. Through the corporate secretary, all information is communicated to shareholders, providing shareholders with the opportunity to influence decisions made by the company's officials.

The corporate secretary provides assistance to the members of the board of directors in the performance of their functions, in particular, through the secretary, information from the executive bodies is communicated to the members of the board of directors.

The secretary of the company must be subordinate and accountable to the board of directors and must not be an affiliate of the company or its officials.

The procedure for appointing (electing) a corporate secretary and the duties of such a secretary are determined in the company's charter. The secretary of the society is either appointed or elected. The JSC Law does not indicate who exactly is authorized to appoint or elect the secretary of the company. The Code of Corporate Conduct places this responsibility on the board of directors. The board of directors must also determine the terms and duration of the agreement concluded with the corporate secretary and the amount of his remuneration.

2. Functions of a corporate secretary

The functions of a corporate secretary are not provided for in the JSC Law. Its powers are detailed in the Code of Corporate Conduct.

The company secretary plays an important role in organizing the general meeting of shareholders. In this regard, the secretary:

Prepares a list of persons entitled to participate in the general meeting of shareholders or entrusts the compilation of this list to the company registrar;

Notifies all persons entitled to participate in the general meeting of shareholders;

Prepares and provides unrestricted access to materials that must be presented at the general meeting;

Certifies and distributes copies of materials that must be presented to shareholders during the general meeting;

Answers procedural questions during the general meeting of shareholders;

The company secretary plays an important role in helping board members obtain the information they need to make informed decisions.

The company secretary explains to the members of the board of directors the legislative and other regulations related to corporate governance. At the same time, he should not give legal advice on issues that are not within the scope of his duties.

The secretary of the company organizes meetings of the board of directors. Its functions include notification of council meetings to all its members. The Code recommends that the secretary of the company sign and keep minutes of meetings of the board of directors.

Certain functions are assigned to the corporate secretary in the area of ​​protecting the rights of shareholders. The secretary ensures that the company properly considers requests from shareholders and forwards requests from shareholders to the management bodies. In addition, his responsibility will be to take into account corporate conflicts, incl. and conflicts related to maintaining the register of shareholders.

The company secretary carries out functions related to the disclosure of information, namely: ensures the storage of company documents; ensures unrestricted access of shareholders to information in accordance with the law; certifies copies of documents issued to shareholders.

This is a very interesting figure in the corporation. Its importance has increased relatively recently, even in Western countries where corporate business is quite developed. Previously, secretaries were viewed as persons who did not have any serious powers and performed mainly technical work. This idea of ​​the secretary has undergone significant changes, and currently there is a different opinion about his powers and responsibilities. The reason for this is increased level of consciousness of the corporation participants themselves. They now not only strive to receive dividends on their invested capital, but also want to do this with skill and be confident that their participation in the corporation will be profitable for them.

A corporate secretary is an officer of a corporation with many responsibilities and powers. He's not just a clerk. He's kind of Advisor to the company's directors on corporate governance issues. It follows that he must have sufficient qualifications to exercise his powers. It is advisable that he understands all the intricacies of business, knows the basic legal provisions, especially in the field corporate law. By education he may be lawyer, or economist, or financier. The corporate secretary must also be good psychologist and have excellent communication skills. In addition to this, he needs experience. He must have strong character and will, act independently, be incorruptible, but the main thing is to show professional approach to the point.

The main task of a corporate secretary is provide “feedback” between shareholders and management bodies, in particular when preparing and holding a general meeting, providing information about the company. Shareholders must have the opportunity to receive answers to their requests and be confident that their rights are being respected. To achieve this, the company creates procedures to ensure respect for the rights of shareholders and prevent their violations. The Corporate Secretary is the custodian and guardian of these procedures. He exercises control over the executive bodies of the corporation and its officials for their compliance with procedural requirements that guarantee the implementation of the rights and interests of shareholders.

If the society decides to elect or appoint such a special official, then his rights and responsibilities must be clearly formulated and set out in the job description. In this case, the charter of the corporation only establishes such a position and determines who appoints (or elects) it.

The responsibilities of a corporate secretary can be divided into two groups.

Main responsibilities:

• - providing legal and administrative support to the board of directors of the company;
• - providing members of the board of directors with the necessary information that gives them a valid and complete picture of the state of affairs of the company both within it and externally;
• - participation in the formation of the agenda, preparation and support of the meeting of the board of directors;
• - preparing draft documents for consideration by the board of directors on their merits and then sending them to their destination;
• - communication with shareholders, the main objective which is to maintain their confidence that society works in their interests;
• - maintaining lists of shareholders (or collecting data necessary for communication with shareholders, structural divisions, officials of the company;
• - providing timely information to shareholders about the work of the board of directors and other information of interest to them and related to the conduct of business in the company;
• - participation in the formation of the agenda, ensuring the preparation and holding of the general meeting of shareholders of the company;
• - timely distribution of notices about convening a general meeting of the company, as well as copies of documents to shareholders;
• - ensuring proper consideration by the company of shareholders' requests.

Additional responsibilities:

• - monitoring the implementation of decisions of the board of directors and management of the company;
• - ensuring disclosure of information about the company and storage of documents;
• - maintaining minutes of meetings of the general meeting of the company and the board of directors, as well as familiarizing all interested parties with them;
• - ensuring answers to calls received by telephones, faxes installed in the premises of the board of directors;
• - providing consultations to company employees regarding corporate rules and procedures, document flow established in the company;
• - secure storage and proper use of the company’s seal;
• - certification of documents emanating from the general meeting and the board of directors of the company;
• - receiving correspondence addressed to the board of directors and transmitting it to the appropriate persons;
• - compliance with internal labor regulations and production discipline;
• - non-disclosure of confidential information;
• - drafting letters, certificates and other working documents;
• - work on the Internet: searching, receiving and sending documents;
• - updating forms, replenishing the telephone database;
• - meeting visitors.

The performance of the above-mentioned duties by the corporate secretary will help to effectively protect the rights of shareholders, as well as avoid various conflicts, most of which, as practice shows, arise due to violations of various corporate procedures.

(KS) is relevant because this institution has a Western tradition of existence - mainly the USA and EU countries. This concept is most fully disclosed in the Anglo-Saxon legal system, where the Constitutional Court plays an important role in the corporate governance of companies, performing a number of functional responsibilities.

The corporate secretary is the chief administrator of the company, ensuring the implementation of advisory, executive functions at the highest level, the status of the KS is in many ways close to the position of the director of the company, although it is lower in its hierarchical position in the company’s staff.

Russian legislation does not provide an interpretation of the legal status of the Constitutional Court, limiting itself only to general references (for example, in the Corporate Governance Code approved by the Government of the Russian Federation). Until 2002, the term “corporate secretary” was not mentioned at all in any normative legal acts Russian Federation, therefore this institute is considered relatively new and not fully developed.

MAIN FUNCTIONS

Peculiarities legal status The CS is revealed, first of all, through the analysis of the responsibilities assigned to it. The functions of the corporate secretary are related to the organization of the work of the board of directors, the general meeting of shareholders (participants), and the entire company.

KS is the executor, the organizer, who carries out all the preparatory work related to the exercise of corporate powers by the highest management bodies of the company. The range of his tasks is wide.

The duties of the corporate secretary are specified in the job description, contract, and statutory documents of the company. He:

· coordinates the activities of the enterprise’s management institutions, ensures that they maintain contact with each other;

· organizes the preparation and conduct of the general meeting of shareholders, formation of the agenda, keeping minutes, implementation, as well as monitoring the implementation of resolutions adopted by the participants;

· monitors compliance with established procedural rules, requirements, regulations;

· performs the function of planning, drawing up short- and long-term activity programs;

· carries out operational management of the staff of the apparatus and relevant departments;

· controls compliance with formal procedures (notification, voting, execution of written decisions, bringing them to the attention of interested parties, and so on);

· organizes the storage of seals and statutory documents;

· performs other functional duties that are directly or indirectly related to the tasks assigned to the CS;

· ensures interaction with controlling entities and regulatory bodies.

Among the main powers of the CC is the information direction of its activities, since correct and timely notification of shareholders and top management of the organization directly affects the quality, efficiency, and legality of decisions and acts adopted by management bodies.

The Corporate Secretary is responsible for:

· receiving, registering, sending, processing incoming/outgoing correspondence;

· monitoring compliance established requirements office work, document flow at the enterprise;

· drafting letters, certificates, conclusions;

· constant communication with investors;

· disclosure of public information about the company, publication of reports required by law;

· strict adherence to data confidentiality and trade secrets;

· timely identification of possible violations, notification of identified facts to authorized persons and competent authorities.

Therefore, the answer to the question of who a corporate secretary is is directly related to the tasks he performs. functional responsibilities, through which the features of this person’s status in the company are revealed.

REQUIREMENTS, RESPONSIBILITY

In practice, it has been established that a corporate secretary, whose responsibilities are very broad, must meet certain qualification requirements, because otherwise it will not be able to properly perform all the tasks assigned to it.

Legislative list mandatory conditions The KS is not regulated for occupying the position. However, in business practice this issue is quite well worked out, so usually candidates for the position of corporate secretary are subject to strict requirements, which can be divided into several groups:

· Educational - having a higher education in one of the specialized specialties: law, economics, management. Often, one of the prerequisites for occupying the position of KS is knowledge of one or more foreign languages.

· Professional - knowledge of the basics of corporate legislation, management, accounting, experience in the field information technologies and communications, high level business etiquette.

· Personal - disciplined, focused, multi-tasking, long-term thinking, excellent communication skills, diplomatic skills, organization.

Another important point- ensuring objectivity, impartiality, lack of personal interest in the results of the company’s activities. World practice has developed in such a way that persons who are shareholders of the managed company, members of any management bodies of the main enterprise or affiliated entities cannot apply for the position of KS.

The corporate secretary is a high-level manager who, in any case, must remain employee, and not a JSC participant pursuing his own benefit.

The CS bears dual responsibility for the results of its work: in case of any misconduct, not only measures can be applied to it disciplinary action as a hired employee, but also specific civil sanctions related to the specific legal situation. Typically, the specifics of holding the CS accountable are prescribed in the contract, job description, and other documents. At the same time, the secretary is equally responsible both to the shareholders of the enterprise and to the members of the board of directors or other management body of the company.

The importance of the position of the CC in a joint-stock company (as well as in enterprises of other organizational and legal forms) is difficult to overestimate, since he acts both as a senior administrator and as a defender of the rights of participants (investors), ensuring, within the limits of his powers, compliance with the requirements of legislation, regulations, and internal regulations. Thus, the functions of a corporate secretary can be generally reduced to ensuring the legality, efficiency, expediency, and transparency of the activities of joint-stock companies and other types of business entities.

To obtain more detailed information and practical assistance in matters related to organizing the work of a corporate secretary, please contact BDO Unicon Outsourcing by filling out

For many years now, experts have been saying that the domestic one should be improved through the development of corporate governance - including through the introduction of such a position as a corporate secretary. In the law on joint stock companies, this profession is in the very first section among leadership positions. But it's not that simple. Therefore, today we will talk about the formation, as well as the prospects of the institute of corporate secretaries in our state. So, let's begin. If you believe the experts, then in our country since 2006, many institutes and universities, in cooperation with the State Property Fund (SPF), began to train such professionals. At the same time, many people have a question: are there any differences in the training of specialists for state and private enterprises?

Back in 2006, there were almost 500 enterprises in our country with a state share of shares exceeding 50.0%. And the government, by its order for the SPF, provided for the position of corporate secretary in such companies (now there are 150 of them left). Experts expected that the regulations on the state corporate secretary would be approved, its main characteristics would be spelled out, because it is the key link in the entry (and exit) of information into the joint-stock company, the tools that carry out the orders and directives of the state.

But things are still there. The center of gravity in the field of training corporate specialists should smoothly move towards the state commission for securities and the stock market (SSC), which directly monitors the state of corporate relations in the country. If earlier the State Securities and Stock Market Committee tried to distance itself from corporate governance issues, due to which this area was like a child without a father, then over the past five years this agency has assumed the role of the main regulator in it. So we need to talk more actively about the profession of corporate secretary and develop some kind of systematic approach. But for some reason the authorities are in no hurry to implement this position compulsorily. Therefore, we can only hope that over time the State Securities and Stock Market Committee will make the right decision about corporate managers.

What are the main personnel problems for corporate secretaries? To date, several tens of thousands of companies have registered the issue of shares. Every company must have a corporate secretary, but unified register there are just over 500 of them on the SPF website. That is, demand exceeds supply, so the State Securities and Stock Market Committee cannot set strict requirements for applicants (it is necessary higher education or work experience in the management bodies of a joint stock company for at least 2 years). Another thing is that the companies themselves will put forward strict requirements for applicants for this position. This position is primarily implemented by companies with foreign capital, “tailored” for external investors. For example, in Kazakhstan, every public company must have a corporate secretary. With us, this is left to her discretion. But with entry into foreign markets, domestic companies and their officials become subjects of Western law. And it is the corporate secretary who must coordinate such legal aspects, so their number will only increase.

That's all for today. Tomorrow we will talk about this topic again. Now I want to address those of you who are trying to find work in the financial sector of our country. As you understand, today there are not very many such vacancies, but, of course, you have chances. To do this, just visit the thematic portal about work for financiers finstaff (website - finstaff.com.ua). Here you can quickly find a job in a bank, an insurance company, and even in the Forex market. Good luck!

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