13.
Explanation
A company secretary plays a crucial role in calling and conducting a board meeting in a corporate organization. The key responsibilities are :
1. Meeting Notice: The company secretary is responsible for issuing formal notices of the board meeting to all directors, specifying the date, time, and location of the meeting. They must ensure that the notice complies with legal and regulatory requirements.
2. Agenda Preparation: The secretary works with the chairman and senior management to draft the meeting agenda. This includes identifying topics for discussion and decisions to be made during the meeting.
3. Meeting Preparation: The secretary is responsible for organizing the logistics of the meeting, such as booking the venue, arranging for necessary equipment, and ensuring that meeting materials, reports, and documents are distributed to the directors in advance.
4. Recording Minutes: During the meeting, the company secretary takes minutes, recording all discussions, decisions, and action items. Accurate minutes serve as an official record of the meeting’s proceedings.
5. Legal Compliance: The secretary ensures that the meeting is conducted in compliance with the company’s bylaws and applicable laws and regulations. They provide guidance to the board on legal matters and governance issues.
6. Conflict of Interest: It is the secretary’s duty to address and manage conflicts of interest among board members. They may advise on recusals or other actions required to maintain transparency and integrity.
7. Procedural Guidance: The secretary guides the chairman and directors on meeting procedures, such as the order of business, voting processes, and parliamentary rules if applicable.
8. Follow-up Actions : After the meeting, the secretary ensures that action items are assigned to responsible parties and that progress is tracked. They may also assist in communicating board decisions to relevant stakeholders.
9. Maintaining Records: The secretary maintains records of past board meetings, minutes, resolutions, and other important documents, which is essential for transparency, compliance, and historical reference.
10. Advisory Role: In some cases, the company secretary may offer advice on governance best practices and corporate governance trends, helping the board fulfill its fiduciary responsibilities.
The company secretary’s role in calling and conducting board meetings is critical to ensure that the meetings are effective, compliant, and contribute to the proper governance of the company.