The Company Secretary makes the arrangements for the meetings, including AGMs, and keeps formal records of the group’s course of action and decisions: the minutes of the meeting. This may include keeping records of harmonies.
The Secretary’s duties in connection with the meetings of the Board of Directors and Shareholders before the meeting is held, at the meeting and after the meeting are described below:
Duties of Company Secretary before the Meeting:
There are a number of things that the secretary needs to know before a meeting, most of which can easily be found out by asking the person due to chair the meeting.
The most important are:
- To draft the notice regarding the holding of the meeting in consultation with the chairman and issue at the right time.
- In order to prevent the unauthorized person to attend the general meetings of the shareholders, let in Card may be issued to the members along with the notice of the meeting. The Secretary should see that such let in Card are printed in time to permit him to send them to the members along with the notice.
- If it is the meeting of Board of Directors, he should prepare the agenda under the directions of the chairman. If, however, it is the general meeting, he should draft the agenda under the directions of the Board in consultation with the chairman. There may be other people who have a right to add items to the agenda.
- The secretary has a role in making sure 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.
- He should know which kind of notes or minutes are required (a) Formal Minutes that set out who said what, or (b) fleeting Notes that record the agreed actions.
- He should know the time frame for the production and circulation of notes or minutes after the meeting.
- He should know the time of action for clearing the notes for publication (a) Some chairs like to approve minutes before they are sent further. (b) Others prefer them to be circulated to several meaningful attendees at the same time.
- He must see that the proceeding of the past meeting have been recorded in the minute book.
- He should examine the proxy forms which have been received within the prescribed time and register them because the members have a right to inspect the proxy forms during business hours.
- He should see that the arrangement has been made for accommodating the members at a meeting including finding a venue and arranging for appropriate refreshments and any AV facilities. He should also see that stationary or the ballot papers which may be required at the meeting by the members are obtainable at that time.
- It is also worth finding out who is expected to attend, the organizations that they represent, and some of the issues which have been raised at past meetings. This will help understand what’s going on. This can be done by looking at past minutes of meetings, and also asking the chair what is likely to be discussed.
- The secretary is responsible for sending out the papers for the meeting. This will include, but is not limited to, the agenda, the minutes of the last meeting, and any papers for discussion or information.
Duties of Company Secretary at the meeting:
On the day of the meeting, there are several things that the secretary will need to do:
- Make sure to know who is expected to attend the meeting and a list of attendees is provided to the security guards of the building.
- Get to the venue early and check that everything is OK. Make sure that everything is there, the room is laid out correctly, any AV equipment is working, there are enough chairs, and any refreshments have arrived.
- Give some thought to who sits where, and already mark out a seating plan, as this makes a huge difference to the way that the meeting runs. Ensure that the chair is sitting centrally and that secretary is seated next to them.
- Make sure to have plenty of spare copies of papers for those who haven’t brought a copy. If there are a lot of papers it may be appropriate to position them in a folder using page/section numbers so that participants can easily find papers related to the current discussion.
- If name badges are used, set them out in alphabetical order on a table by the door, where attendees can pick them up as they arrive.
- The Secretary should see that the attendance register of members is kept ready at the entrance of the hall where the meeting is to be held. The register is to be signed by the members before they are admitted to the meeting, after showing the let in card, if any. In case of proxies, the assistants should compare the signatures of the persons (proxy) with that on the proxy form. In case of the Board Meetings, since there are a few directors and the Secretary knows them personally, the attendance register of Directors or a paper on which the names of the directors is typed, is circulated amongst the members for their signatures before the commencement of the meeting. He should see that only directors who are present have signed because the directors sitting fee, if any, has to be paid only to those directors who are present and have signed.
- The signatures in the attendance register of the members will permit the chairman to see whether or not the quorum is present.
- When the chairman is satisfied that the quorum is present, he authorizes the Secretary to read the notice issued regarding the meeting and the apologies for absence by some members at the meeting.
- After having read the notice calling the meeting, the Secretary is empowered to read the minutes of the past meeting and the chairman asks the members as to whether the minutes should be adopted. After the minutes of the past meeting have been approved, the Secretary should get the minutes signed by the chairman.
- The Secretary should supply the necessary information, reports, documents, letters etc. to the chairman according to the item of agenda.
- If any point on Company Law is raised, the Secretary should assist the chairman and for that purpose he should reference the Companies Act.
- He has to help the chairman in counting the votes, conduct of poll, if demanded by the members. For this purpose he asks his assistants to be obtainable so that they may assist him in case of need.
- He has also to take notices of the proceeding of the meeting, any resolution passed, who hypothesizedv and seconded the motion, how many votes were cast in favor 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 who sent apologies.
To save you scribbling frantically as people introduce themselves around the table, circulate a sign-up sheet asking people to give their names, organizations and contact details. observe down any apologies for absence provided during introductions: people often introduce themselves as “So-and-so’s substitute and, by the way, he/she sends their apologies”.
The Main Business
The method of taking notes in the meeting depends on how formal the minutes need to be.
If reporting only a fleeting summary of the discussion, plus any action points, then listen to the discussion and then summarize it in observe form.
If writing the main points made by individual speakers, then make a fuller set of notes, including the speakers’ names or initials.
It’s a matter of choice whether to use a laptop or pen and paper to make notes, although it’s in addition to check with the chair in improvement especially in a paid role.
Supporting the time of action
It is the job of the chair to manage the time of action of the meeting, but there are several things that the secretary can do to help.
- Quietly pass a observe to the chair highlighting any issues with the timing of the agenda, or slippage, or when coffee is due to arrive.
- Recap and summarize the discussion. This is particularly helpful when people are starting to make the same points again.
- Ask for clarification of a particular point if you don’t understand it. The chances are that if you don’t, others won’t either and, anyway, you need to understand it to minute it correctly.
- Once an action has been agreed, check who is going to attempt it. 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 Secretary can ensure that this does not happen.
Depending on the kind of organization, it’s probably best to discuss these responsibilities with the chair in improvement to make sure that your intervention will be welcomed.
Duties of Company Secretary after the Meeting:
It’s best to start writing minutes as soon as possible after the meeting.
Minutes should follow the order of the agenda. already if someone revisited a particular topic later on in the meeting, that discussion should be included under the original agenda item. Include all the meaningful points made in discussion, any decisions made and actions agreed, together with who is responsible for actions.
Minutes are almost always written in the past tense, and usually in the passive voice (“X set out that y needed 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 matter of style whether first names, titles plus surnames, or initials are used to refer to those speaking. Check with the chair, or look at past minutes to see what has been done before, and use the same approach consistently.
Checking and Approving
It is advisable to send the minutes to one or two trusted people to check and comment on before circulating them more widely. One of these people is the chair. Once the minutes have been approved by the chair, they can be circulated more widely to the attendees and, if necessary, published on a website. Be aware that attendees may wish to correct any errors, and corrections will need to be incorporated in the next set of minutes.
He should take necessary action on the decisions taken at the meeting e.g. issue of dividend warrants in case of declaration of the dividend, issue of letters of regret, send letters regarding the bonus shares etc. etc.
He should file the copies of the balance sheet and the profit and loss account after the annual general meeting with the registrar.