The Company Secretary organizes meetings, including AGMs, and maintains formal records of the group’s processes and decisions: the meeting minutes. 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 is held, at the meeting and after the meeting are described below:
Functions of the Secretary of the Company before the Assembly:
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 will be chairing the meeting.
The most important are:
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Draft the notice regarding the holding of the meeting in consultation with the president and issue it at the appropriate time.
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To prevent unauthorized persons from attending general shareholders’ meetings, the Admission Card may be issued to members together with notice of the meeting. The Secretary must ensure that said Admission Card is printed in time so that he can send it to the members together with the notice.
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If it is the meeting of the Board of Directors, you must prepare the agenda under the instructions of the president. However, if it is the general meeting, you must draw up the agenda under the instructions of the Board in consultation with the president. There may be other people who have the right to add items to the calendar.
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The secretary’s role is to ensure that the agenda is not overloaded, which may include discussing with the chair and others what could be postponed to a later meeting and what could be covered in a written report.
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You should know what type of notes or minutes are required (a) Formal minutes that establish who said what, or (b) Brief notes that record the agreed actions.
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You must know the deadline for the production and circulation of notes or minutes after the meeting.
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You should be aware of the process to authorize the notes for publication (a) Some chairs like to approve the minutes before sending them further. (b) Others prefer that they be distributed to several key attendees at the same time.
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You must ensure that the minutes of the previous meeting have been recorded in the minute book.
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You must examine proxy forms that have been received within the prescribed time and record them because members have the right to inspect proxy forms during business hours.
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You should ensure that arrangements have been made to accommodate members at a meeting, including finding a venue and arranging for adequate refreshments and audiovisual facilities. You should also make sure that any stationery or ballot papers that members may need at the meeting are available at that time.
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It’s also worth finding out who is expected to attend, the organizations they represent, and some of the issues that have been raised at previous meetings. This will help to 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.
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The secretary is responsible for sending the documents for the meeting. This will include, but is not limited to, the agenda, the minutes of the last meeting, and any documents for discussion or information.
Functions of the Secretary of the Company in the meeting:
On the day of the meeting, there are several things the secretary will need to do:
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Make sure you know who is expected to attend the meeting and provide a list of attendees to the building security guards.
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Arrive at the venue early and check that everything is ok. Make sure everything is there, the room is set up correctly, all audiovisual equipment is working, there are enough chairs, and refreshments have arrived.
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Give some thought to who sits where, and even lay out a seating plan, as this makes a world of difference to the way the meeting goes. Make sure the chair is sitting in the center and the secretary is sitting next to them.
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Make sure you have enough spare copies of the documents for those who did not bring a copy. If there are many documents, it may be appropriate to organize them in a folder using page/section numbers so that participants can easily find documents related to the current discussion.
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If name cards are used, place them in alphabetical order on a table by the door, where attendees can pick them up when they arrive.
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The Secretary must take care that the members’ attendance record is kept ready at the entrance of the room where the meeting will take place. The register must be signed by the partners before being admitted to the meeting, after showing the admission card, if any. In the case of proxies, attendees must check the signatures of the persons (proxy) with those of the power of attorney form. In the case of Board Meetings, since there are few directors and the Secretary knows them personally, the Directors’ attendance record or a paper on which the names of the directors are written, is circulated among the members for their sign before the start of the session. the meeting. You must ensure that only directors who are present have signed because the directors’ session fee, if any, must be paid only to directors who are present and have signed.
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The signatures in the attendance register of the members will allow the president to verify whether or not a quorum exists.
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When the president is satisfied that a quorum exists, he authorizes the Secretary to read the notice issued regarding the meeting and the apologies for the absence of some members at the meeting.
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After having read the call notice, the Secretary is authorized to read the minutes of the previous meeting and the president asks the members if it is appropriate to approve the minutes. Once the minutes of the previous meeting have been approved, the Secretary must have the minutes signed by the president.
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The Secretary must supply the necessary information, reports, documents, letters, etc. to the president according to the item on the agenda.
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If any point of the Public Limited Companies Law is raised, the Secretary must assist the president and for this he must refer to the Public Limited Companies Law.
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He has to help the president in counting the votes, carrying out the vote, if so required by the members. For this he asks his assistants to be available to help him in case of need.
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You should also take note of the meeting procedure, any resolutions passed, who moved and seconded the motion, how many votes were cast for and against the motion, etc.
Taking the Minutes of a Meeting:
Welcome and Introductions
The minutes include a complete list of those present and all those who sent apologies.
To avoid frantic scribbling as people introduce themselves around the table, circulate a sign-up sheet asking people to give their names, organizations, and contact details. Write down apologies for absence provided during introductions – people often introduce themselves as “so-and-so’s replacement, and by the way, he/she sends their 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 any action points, then listen to the discussion and then summarize it in note form.
If you write down the main points made by individual speakers, then make a more complete set of notes, including the names or initials of the speakers.
It’s a matter of choice to use a laptop or pen and paper to take notes, though it’s also good to check with the president ahead of time, especially in a paid role.
Supporting the Process
The chairperson’s job is to manage the meeting process, but there are several things the secretary can do to help.
These include:
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Quietly pass a note to the chairperson outlining any issues with the schedule, or delays, or when the coffee should arrive.
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Recap and summarize the discussion. This is particularly useful when people start making the same points again.
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Ask for clarification of a particular point if you don’t understand it. Chances are if you don’t, others won’t either, and you still need to understand it to time it correctly.
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Once an action is agreed, check who is going to carry it out. It is not uncommon for a meeting to agree that action is needed and what that action is, without assigning who is responsible for it. The Secretary can make sure this doesn’t happen.
Depending on the type of organization, it’s probably best to discuss these responsibilities with the president in advance to make sure his involvement is well received.
Functions of the Secretary of the Company after the Assembly:
It is best to start taking the minutes as soon as possible after the meeting.
The minutes must follow the order of the agenda. Even if someone comes back to a particular topic later in the meeting, that discussion should be included in the original item on the agenda. Include all the key points raised in the discussion, decisions made and actions agreed upon, along with who is responsible for the actions.
Minutes are almost always written in the past tense and usually in the passive voice (“X established that y had to happen; it was agreed that Z would be responsible”). Use ‘would’ instead of ‘will’ for what is going to happen, especially with formal minutes.
It is a question of style if names, titles plus surnames or initials are used to refer to those who speak. Check with the president, or look at past minutes to see what’s been done before, and use the same approach consistently.
Check and approval
It is a good idea to send the minutes to one or two trusted people for review and comment before disseminating them more widely. One of these people is meat. Once the minutes have been approved by the chair, they can be disseminated more widely to the attendees and, if necessary, posted on a website. Please note that attendees may wish to correct any errors, and corrections will need to be incorporated into the next set of minutes.
You must take the necessary action on the decisions made at the meeting, for example, issuance of dividend payment certificates in case of declaration of the dividend, issuance of letters of repentance, sending of letters regarding free shares, etc. etc.
Copies of the balance sheet and profit and loss account must be submitted after the annual general meeting with the registrar.