Company Secretary is a key position in a limited company. Along with CEO, Managing Director, CFO, a company secretary holds a very responsible position in the company.
Responsibilities include efficient administration and ensuring regulatory compliance and that the company operates within the purview of the applicable laws. Apart from maintaining company records and keeping shareholders informed about the operations of the company, he/she is also responsible for conducting board meetings and recording the minutes of the meeting for future reference.
Company secretaries are either employed by companies or they work independently or with a corporate secretarial firm which provide the same level of service to companies that do not have a full time corporate secretary. To ensure smooth conduct of the board meeting in a timely manner, a lot of preparation goes into it. Some tips for a company secretary in Delhi on preparing for board meetings are detailed here.
Maintaining a Calendar
A good corporate secretary maintains a calendar of all the important events of the company such as board meetings, meeting of the auditors, etc., scheduled in a financial year in advance. It helps in meticulously preparing for an upcoming event so that no major item is missed out. Board meetings are the most important event for a company and maintaining a calendar certainly helps.
Utilizing the Board’s Portal
The board portal has all the important data about the company. It electronically stores important documents like minutes of meetings, audit reports, questionnaires, compliance reports etc. Board meeting records can run into several pages, so it makes sense to make use of the portal to keep things organized. It saves a lot of time and effort and eliminates mistakes .In company law and secretarial practice simple things can make a lot of difference. Board members who are unable to physically attend the meeting can easily access the documents.
Getting the Boardroom Ready
It’s the corporate secretary’s responsibility to ensure the availability of the boardroom for the meeting. If it’s not available, an alternative arrangement has to be made and all the participants should be informed with complete address and schedule. A few days prior to the meeting, a confirmation about the same should be sent to all concerned.
Boardrooms are generally equipped with all necessary stationary, gadgets and equipment. However, the secretary still needs to check with every presenter if they have any particular requirement. Top company secretary firms in India are quite adept at making arrangement for space if a company doesn’t have its own space available.
Agenda for the Meeting
Preparation for next board meeting starts immediately after one meeting has ended. The secretary prepares the minutes of the meeting and it is checked and approved by the chairperson. It is presented in the next meeting for ratification. It is required by the law to record and approve the minutes of the board meeting.
Approving and recording meeting minutes is a legal requirement for which the secretary or the corporate secretarial firm is responsible for compliance. Minutes of the board meeting may also be required for legal action or for an audit, so it’s all the more important to ensure that the board complies with the legal requirement. Before the meeting, the secretary must collect reports and other necessary documents that might be required for the meeting. The agenda and the minutes of the previous meeting should be reviewed and agenda for the next meeting should be prepared and finalised in consultation with the board chair person or the CEO who would then write a summary overview stressing upon the important topics in the agenda.
Typically, the approval of minutes and financial report is placed at the top of the agenda. Many company secretarial services use consent agenda so that multiple items can be approved in single voting. Normally, a secretary asks for committee reports, special reports, and items to be put on the agenda well in advance. If there has to be voting on any item, then a short description should be given.If any special presentation is scheduled or there is a guest speaker, special care should be taken to avoid any glitch.
Final Preparations
A few weeks before the board meeting everything should be finalised and the preparation closed. Board books should be sent to the board of directors for review or notified about its availability in the electronic form on the board’s portal. The books must be made available to the directors at least seven days prior to the meeting so that any change or addition can be incorporated in time. It is advisable to have additional paper hand outs of agenda items that might require detailed discussion so that information can be quickly dispersed. Lastly, the company secretary should contact and confirm with all the directors about their participation so that the meeting is not held up because of someone’s absence.
Before the meeting starts, a basic outline for the board minutes should be readied and a template for the same be set up on the board portal. One final check of the recording devices is also very important.
