Role and duties of the company secretary during meetings

The Company Secretary makes arrangements for meetings, including AGMs, and maintains formal records of the group’s process and decisions: the minutes of the meeting. This may include keeping records of correspondence.

The functions of the Secretary in relation to the meetings of the Board of Directors and Shareholders before the meeting, at the meeting and after the meeting are described below:

Duties of the Company Secretary before the Meeting:

There are a number of things the secretary should know before a meeting, most of which can be easily found out by asking the person who should chair the meeting.

The most important are:

• Draft the call for the meeting in consultation with the chairman and issue it at the appropriate time.

• In order to prevent the unauthorized person from attending the general shareholders’ meetings, an Admission Card may be issued to the members together with the call for the meeting. The Secretary must ensure that the admission card is printed on time so that it can be sent to the members together with the notification.

• If it is the meeting of the Board of Directors, you must prepare the agenda under the indications of the president. However, if it is the general meeting, the agenda must be drawn up under the instructions of the Board in consultation with the chairman. There may be other people who have the right to add items to the calendar.

• The secretary has the role of making sure the agenda is not overloaded, which may include discussing with the chair and others what could be postponed for a later meeting and what could be covered in a written report.

• You should know what kind of notes or minutes are required (a) Formal minutes stating who said what, or (b) Short notes recording agreed actions.

• You should know the time frame for the production and circulation of notes or minutes after the meeting.

• He should know the process of approving the notes for publication (a) Some presidents like to approve the minutes before more are sent. (b) Others prefer that they be distributed to several key assistants at the same time.

• You must ensure that the procedure from the previous meeting has been recorded in the minute book.

• You should examine the power of attorney forms that have been received within the prescribed time and record them because members have the right to inspect the power of attorney forms during business hours.

• You should ensure that arrangements have been made to accommodate members at a meeting, including finding a venue and arranging for appropriate refreshments and audiovisual facilities. You should also ensure that any stationery or ballot papers that members may require at the meeting are available at that time.

• It’s also worth finding out who they are expected to attend, the organizations they represent, and some of the issues that have been raised in previous meetings. This will help you understand what is happening. This can be done by looking at past meeting minutes and also asking the chair what is likely to be discussed.

• The secretary is responsible for submitting the meeting papers. This will include, but is not limited to, the agenda, the minutes of the last meeting and any documents for discussion or information.

Duties of the company secretary at the meeting:

On the day of the meeting, there are several things the secretary will need to do:

• Make sure you know who is expected to attend the meeting and a list of attendees is provided to the building security guards.

• Get to the place early and check that everything is fine. Make sure everything is there, the room is set up correctly, all AV equipment is working, there are enough chairs, and refreshments have arrived.

• Think about who sits where, and even make a seating plan, as this makes a big difference to the way the meeting goes. Make sure the chair is in the center and the secretary is sitting next to them.

• Make sure you have plenty of spare copies of the documents for those who have not brought a copy. If there are many articles, it may be appropriate to organize them in a binder using page / section numbers so that participants can easily find the articles related to the current discussion.

• If ID cards are used, post them in alphabetical order on a table by the door, where attendees can pick them up when they arrive.

• The Secretary shall ensure that the attendance record of the members is kept ready at the entrance of the room where the meeting will be held. The record must be signed by the members before being admitted to the meeting, after showing the admission card, if any. In the case of proxies, attendees should compare the signatures of the people (proxy) with those on the proxy form. In the case of Board Meetings, given that there are few directors and the Secretary knows them personally, the attendance register of the Directors is circulated among the members or a paper on which the names of the directors are typed for their signature before the start of the session. the meeting. You should ensure that only directors who are present have signed because directors’ fees, if any, should be paid only to directors who are present and have signed.

• Signatures on the member’s attendance record will allow the president to see if a quorum is present or not.

• When the president ascertains that there is a quorum, he authorizes the Secretary to read the notice issued about the meeting and the apologies for the absence of some members from the meeting.

• After having read the call for the meeting, the Secretary is authorized to read the minutes of the previous meeting and the president asks the members if the minutes should be approved. Once the minutes of the previous meeting have been approved, the secretary must have the minutes signed by the president.

• The Secretary must provide the information, reports, documents, letters, etc. necessary. to the president in accordance with the item on the agenda.

• If any point is raised about the Public Limited Companies Law, the Secretary must assist the president and for this they must refer to the Public Limited Companies Law.

• You have to help the president count the votes, conduct the vote, if requested by the members. To do this, he asks his assistants to be available to assist him in case of need.

• You should also receive notices of the meeting procedure, any resolutions passed, who proposed and seconded the motion, how many votes were cast for and against the motion, etc.

Drafting the minutes of a meeting:

Welcome and introductions

The minutes include a full list of those present and all who apologized.

To avoid frantically scribbling as people introduce themselves around the table, circulate a sign-in sheet asking people to give their names, organizations, and contact details. Jot down any excuses for absences provided during introductions – people often introduce themselves as “so-and-so replacement and, by the way, send your apologies.”

The main business

The method of taking notes at the meeting depends on how formal the minutes need to be.

If you report only a brief summary of the discussion, plus action points, listen to the discussion and then summarize it as a note.

If you write down the main points raised by individual speakers, make a more complete set of notes, including the names or initials of the speakers.

It’s a matter of choosing whether to use a laptop or a pen and paper to take notes, although it’s good to check with the president ahead of time, especially in a paid role.

Supporting the process

The chairman’s job is to manage the meeting process, but there are several things the secretary can do to help.

These include:

• Silently pass a note to the president highlighting any issues with the agenda, slippage, or expected coffee arrival date.

• Recap and summarize the discussion. This is particularly helpful when people start doing the same thing again.

• Ask for clarification on a particular point if you don’t understand it. Chances are, if you don’t, others won’t, and you need to understand it anyway to narrow it down properly.

• Once an action has been agreed, check who is going to carry it out. It is not uncommon for a meeting to agree that action is necessary, and what that action is, without assigning who is responsible for it. The Registrar can make sure this does not happen.

Depending on the type of organization, it is probably best to discuss these responsibilities with the president in advance to ensure that their intervention is welcome.

Duties of the company secretary after the meeting:

It is best to start writing the minutes as soon as possible after the meeting.

The minutes must follow the order of the agenda. Even if someone reviewed a particular topic later in the meeting, that discussion should still be included in the original agenda topic. Include all the key points raised in the discussion, the decisions made and the actions agreed, along with who is responsible for the actions.

The minutes are almost always written in the past tense and, generally, in the passive voice (“X indicated that it needed to happen and; it was agreed that Z would be responsible”). Use “would” rather than “will” for what is going to happen, especially with formal minutes.

It is a matter of style whether names, titles plus surnames or initials are used to refer to those who speak. Check in with the president or look at the last few minutes to see what has been done before and use the same approach consistently.

Verification and approval

It is advisable to send the minutes to one or two people you trust for review and comment before distributing them more widely. One of these people is the chair. After the minutes are approved by the chairman, they can be more widely distributed to attendees and, if necessary, posted on a website. Note that attendees may want to correct any errors, and the corrections will need to be incorporated within the next set of minutes.

You should take the necessary action on the decisions made at the meeting, for example, issuing dividend guarantees in the event of a declaration of the dividend, issuing letters of regret, sending letters about bonus shares, etc. etc.

You must submit copies of the balance sheet and profit and loss account after the annual general meeting with the registrar.