In my previous article, I referred to the corporate secretary as a corporate work horse and then proceeded to discuss his role in performing registrar functions, custodianship functionsandsecretariat functions. It was meant to share some best practices in performing such functions. This part is now a continuation describing his other functions as follows:
4. Election officer functions. It is said that the corporate secretary is the most powerful officer during the annual stockholders’ meetings. There are only two lead participants in these meetings, the chairman and the corporate secretary, and there is much dependence by the former on the latter as shown by the following: first, it is the corporate secretary which certifies that all due notice requirements have been complied with, without which certification the meeting cannot proceed; second, it is the corporate secretary who certifies who are the stockholders on record qualified to vote; third, he also certifies the valid proxies; fourth, he certifies the presence of a quorum for the conduct of business, fifth, he canvasses the votes and declares the results thereof; and, sixth, he presents the results to the stockholders who then resolve to declare who have been duly elected. Thus, it has become customary for the corporate secretary to occupy a position of prominence during stockholders’ meetings by making him sit in the head table together with the chairman. At the end thereof, he is thus expected to come out with the minutes and certifications of election as well. In small corporations and where there are no contentious issues to be taken up, the corporate secretary may even up draw up a proposed script for the orderly and expedient conduct of the meeting.
5. Reportorial functions. The corporate secretary is called upon to submit certain prescribed reports to the Securities and Exchange Commission and other regulatory authorities. He is required, for instance, to report on the composition of the stockholders and on who have been elected as directors in the board as well as to report on any vacancy or resignation occurring in the board. In banks, as another example, he is required to submit the bio-data of each director so that the BangkoSentral may confirm the appointment under the fit-and-proper rule. He is also required to monitor whether the nominee directors, at least the independent ones, would be exceeding the limits on the number of directorships or the allowed years of tenure for them.
It would be advisable for the corporate secretary to prepare a calendar for the submission of all types of reports so that there can be timely compliance. Any delay in submission is of course subject to penalties which are normally computed on per day of delay. Non-compliance will expose, not only himself, but also the corporation and other officers to sanctions. Perfection is thus demanded here. It is also realized that the corporate secretary cannot accomplish all these reports by himself alone. He is required to maintain close coordination and partnership with the source departments like the comptrollership, the office of the treasurer and, for DOSRI accounts in banks, with the loans department.
I will discuss in the next and concluding part of this article two other responsibilities which are not provided by law and regulations but which are essentially best practices expected from the corporate secretary, namely, the orientation officer functions and administrative functions.
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The above comments are the personal views of the writer. His email address is [email protected]