一般公司秘書的職責,均會涉及以下的範疇:一、統籌公司業績報告及年報的製作、出版及發行;二、代表公司聯絡各股東及政府監管機構,如香港聯合交易所,以統籌有關公司法或上市的事務;三、確保公司的各項運作能符合有關的法例及監管條款;四、組織、安排和出席各董事及股東大會;五。檢討公司的管理及運作,從而向董事局提交各項建議。
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Roles and responsibilities
The Company secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such aspensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.
Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning.
Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretaries. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board's needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalised, with a title such as Chief Governance Officer added to their existing title.[2]
In view of the important roles the company secretary plays in business, PLCs and large companies require the company secretary to be suitably trained, and professionally qualified for these responsibilities.
In the UK, the company secretary may be qualified by virtue of examination and membership of the Institute of Chartered Secretaries and Administrators (ICSA), which is the only qualification specifically for company secretaries. ICSA is the only body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company Secretary'.
In India, the Institute of Company Secretaries of India (ICSI)regulates the profession of Company secretaries.ICSI is a statutory professional body which has more than 29,010 associate members.
Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors.
Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).[citation needed]
Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice.[2]
公司秘書的主要職責是確保公司之日常營運巳附合有關法例之要求;協助公司之帳目制定;通知有關當局有關公司架構之改變,其中包括:
1.準備及提交周年報表 annual return | | 2.組織及出席見證股東或董事會議 | | 3.提供董事,股東,及秘書轉名手續 | | 4.股份轉讓及分發等事宜 | | 5.更改公司名稱 | | 6.更改公司註冊及營業地址 | | 7.安排呈報其他法定文件於公司註冊 | |
-統籌公司賬目及報告的製作及派發
--代表公司與股東、執法機構及股票交易所聯絡
--確保公司符合有關法例的規定
--籌備及協助董事會議及股東常會
--檢討良好企業管理方法的最新發展及向董事提供意見
如在專業機構工作,公司秘書需要:
--處理第三者、付款客戶等人提出的問題
--給予有關管理及建立業務的意見及專門知識
--與會計、法律、稅務專業人員聯絡
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[编辑]公司秘書的工作及職責
公司秘書的工作於公司的方向﹑管治﹑行政及管理都是不可或缺的。公司秘書的責任很廣泛﹐範圍包括行政﹐例如人事管理﹑公司帳目管理﹑籌組股東周年大會﹑公司業績報告﹐確保董事局及管理階層的利益申報和披露符合法規﹑或向董事提出良好的公司管治手法等等。 公司秘書不僅與公司董事﹑經理及股東緊密合作﹐還要與政府中各個規管公司經營的部門﹐例如公司註冊處﹑稅務局﹑證監會及香港交易所交流與溝通。
Social
Responsibilities issue