Secretary Case Study

According to UK’s Companies Act 2006, a secretary is “an officer of the company: at the center of its decision making process, who shares legal responsibilities of running its day to day activities with the directors for certain specified tasks as contained in the CA 2006” (Idowu et al. 2013. Pp. 538). In other words, it means a company secretary is a corporate officer who holds that office within a corporate entity and works closely with members of the board of directors to ensure the effective and smooth running of the administrative mechanisms of the corporate entity based on the company’s country’s legislation (Idowu et al. 2013).

In Barnett, Hoares & Co v South London Tramway Cp (1887), Lord Esher MR stated that no person can assume that a company secretary has any authority to represent anything at all as he is just a servant (HRA, 2009). However, in Panorama Developments (Guilford) Ltd

Then in the late 19th century, a formal role for the company secretary appeared as the directors need someone to organize meetings and keep the records required by the Companies Act (Tricker, 2012). The role of a secretary basically is typing a letter, taking dictation, arranging the appointments, and running errands for the employer, thus his status and role is limited (Dinnen, 2013). However, these days the company secretary plays an important role in the governance and administration of a company’s affairs, especially in the three main areas which are the board, the company, and the shareholders (ICSA, 2009). The importance of company secretary is mentioned in a lot of studies and reports, such as the UK Cadbury Report (1992) and the survey done by Tricker (2012). According to the survey, 94% of company secretaries of Hong Kong listed companies are carrying fundamental responsibility for company’s regulatory compliance and good corporate