How has the office of company secretary developed over the years?
In Victorian times a company secretary had little ability to act independently of the directors and the position conferred relatively low status. A number of cases confirmed this and on one occasion a judge made the unfortunate observation that the company secretary was a 'mere clerk'. It was generally the case that the company secretary could not bind the company except on the authority of the directors.
This unsatisfactory position (from the point of view of company secretaries) gradually changed, partly due to accepted practice and partly due to developing case law. In particular, the 1971 case Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd established that the secretary is the chief administrative officer of the company. This means that in administrative matters he has ostensible authority to contract on behalf of the company.
The company secretary is an officer of the company.
What is the relationship between the company secretary and the directors?
This is a very difficult question to answer, though it is possible to say what the relationship should be and often is. The directors should respect the company secretary, both for his personal qualities and the job that he does. They probably want to leave a lot of routine administration, such as the statutory registers and the minutes in his capable hands, though they retain ultimate responsibility. They should want the company secretary to advise them on a range of matters and on occasion to offer constructive advice and initiatives even when not asked. This happy state of affairs is to the benefit of all concerned and is quite often achieved.
On the other hand, the company secretary may not always enjoy the complete confidence of the directors. If this is the case, the remedy is in their own hands because they can replace him. Sometimes the directors want the company secretary to do very little and prefer to take care of the administrative duties themselves. A company secretary who does not have a good relationship with the directors is in an unenviable position.
The relationship between the directors and the company secretary is what the directors want it to be. The answer to the last question described the increasing status and authority of the company secretary. Nevertheless, it is still the case that the directors prescribe the extent of the secretary's role.
Are joint secretaries permitted?
Yes! Two or more joint secretaries are allowed. If joint secretaries are appointed they have equal rights and responsibilities and each must be registered at Companies House.
Can the directors appoint a deputy or assistant secretary?
Yes they can. Section 274 of the Act states:
'Where in the case of any company the office of secretary is vacant, or there is for any other reason no secretary capable of acting, anything required or authorised to be done by or to the secretary may be done -
by or to an assistant or deputy secretary (if any), or
if there is no assistant or deputy secretary or none capable of acting, by or to any person authorised generally or specifically in that behalf by the directors.'
This means a deputy or assistant properly appointed by the directors, not someone who just starts doing the job. It can be useful to cover illness, holidays, etc and company articles sometimes contain provisions governing the appointment of a deputy or assistant secretary.
Does a company secretary who is also a director have an enhanced role?
The answer is no. A director who is also the company secretary has no extra powers to the ones that he has as a director. In particular, he has no extra vote at a board meeting. Some documents may require the signature of two directors or a director and the company secretary. Signatures attesting the use of the company seal may be an example. If this is the case, two different people must sign. A director/company secretary cannot sign twice.
