A company secretary is an officer of a company with authority in administrative matters. A company secretary is appointed by the directors of a company (section 204D of the Corporations Act 2001 (Cth)) and is responsible for ensuring that the company’s legal obligations under the Corporations Act are complied with. A person must be at least 18 years old to be appointed as a company secretary.
A proprietary limited company is not required to have a company secretary, however if they do, at least 1 of them are required to ordinarily reside in Australia (section 204A(1) of the Corporations Act).
A public company is required by law to have at least 1 secretary and at least 1 of them must ordinarily reside in Australia (section 204A(2) of the Corporations Act).
As according to the Australian Institute of Company Directors:
“depending on the size and resources of a company, the company secretary can be considered the chief governance specialist within an organisation, and it is a role which is increasingly relied upon by the board to provide advice and implement good governance practices. This chief governance specialist role is a more proactive role than in previous times”.
A company secretary is a company “officer” as defined in section 9 of the Corporations Act and therefore is subject to most of the duties as directors of a company. These duties include:
- The exercise of their powers and discharge of their duties with the degree of care and diligence that a reasonable person would exercise – section 180;
- The exercise of their powers and discharge of their duties in good faith in the best interests of the company and for a proper purpose – section 181;
- Their position must not be used to gain an improper advantage for themselves or someone else or cause detriment to the company – section 182
Pursuant to section 188 of the Corporations Act, a company secretary is responsible for various governance aspects that relate to the company and if a company secretary contravenes any of the items outlined in section 188, they will have committed a civil penalty offence.