The Role of a Company Secretary in Philippine Corporations

The company secretary plays a crucial role in ensuring that a corporation operates smoothly, complies with regulatory requirements, and adheres to corporate governance standards. In the Philippines, the Revised Corporation Code of the Philippines (Republic Act No. 11232) outlines the key responsibilities and qualifications of a company secretary. Here is a comprehensive guide to understanding the role of a company secretary in Philippine corporations.

Key Responsibilities of a Company Secretary

1. Corporate Governance and Compliance

Responsibility: Ensure that the corporation complies with legal and regulatory requirements. Actions:

• Advising the Board: Provide guidance to the board of directors on corporate governance matters and regulatory compliance.
• Maintaining Records: Ensure that the corporation’s records, including minutes of meetings, resolutions, and statutory registers, are accurately maintained and up to date.
• Filing Requirements: Oversee the timely submission of annual reports, financial statements, and other regulatory filings to the Securities and Exchange Commission (SEC) and other relevant authorities.

2. Organizing Board Meetings and General Meetings

Responsibility: Facilitate the organization and conduct of board meetings and general meetings. Actions:

• Meeting Preparation: Prepare and distribute notices, agendas, and supporting documents for board meetings and general meetings.
• Minutes of Meetings: Record and maintain minutes of board meetings, general meetings, and committee meetings, ensuring that they accurately reflect the discussions and decisions made.
• Quorum and Voting: Ensure that quorum requirements are met and that voting procedures are properly followed during meetings.

3. Liaison with Regulatory Authorities

Responsibility: Act as the primary point of contact between the corporation and regulatory authorities. Actions:

• Regulatory Communication: Communicate with the SEC, Bureau of Internal Revenue (BIR), and other government agencies on behalf of the corporation.
• Compliance Updates: Stay informed about changes in laws and regulations and update the board and management on new compliance requirements.

4. Corporate Records and Documentation

Responsibility: Maintain and safeguard corporate records and documentation. Actions:

• Statutory Registers: Maintain statutory registers, including the register of members, register of directors, and register of shares.
• Corporate Documents: Ensure that corporate documents such as the Articles of Incorporation, By-Laws, and SEC registration certificates are securely stored and easily accessible.
• Documentation Control: Implement a system for managing and controlling access to corporate documents.

5. Shareholder Communication and Relations

Responsibility: Manage communication and relations with shareholders. Actions:

• Shareholder Meetings: Organize and coordinate annual general meetings (AGMs) and special general meetings (SGMs), ensuring that shareholders receive timely notices and information.
• Dividend Distribution: Oversee the process of dividend distribution, ensuring that payments are made accurately and promptly.
• Shareholder Inquiries: Address shareholder inquiries and concerns, providing accurate and timely information.

6. Advisory Role to the Board and Management

Responsibility: Provide advice and support to the board of directors and senior management. Actions:

• Corporate Governance: Advise on best practices in corporate governance and ensure that the board follows appropriate procedures and protocols.
• Legal Compliance: Provide legal and regulatory advice to the board and management, ensuring that the corporation operates within the legal framework.
• Strategic Planning: Assist in strategic planning and decision-making processes by providing relevant information and insights.

Qualifications and Appointment of a Company Secretary

Qualifications:

• Legal Background: A company secretary should ideally have a background in law, corporate governance, or business administration.
• Professional Certification: While not mandatory, holding certifications such as Chartered Secretary or similar professional qualifications can be advantageous.
• Experience: Relevant experience in corporate governance, compliance, and administration is highly beneficial.

Appointment:

• Board Resolution: The appointment of a company secretary is typically made through a board resolution.
• Eligibility: The company secretary must be a resident and citizen of the Philippines.

Best Practices for Company Secretaries

1. Continuous Education and Training:

   • Stay updated on changes in corporate governance, legal requirements, and best practices through continuous education and professional development.

2. Effective Communication:

   • Maintain open and effective communication with the board, management, and shareholders to ensure transparency and trust.

3. Attention to Detail:

   • Pay close attention to detail when preparing documents, maintaining records, and organizing meetings to ensure accuracy and compliance.

4. Proactive Approach:

   • Adopt a proactive approach to identifying potential compliance issues and addressing them before they escalate.

5. Ethical Standards:

   • Uphold high ethical standards and integrity in all professional activities to build trust and credibility.

Conclusion

The company secretary plays a vital role in ensuring that a Philippine corporation adheres to legal and regulatory requirements, maintains good corporate governance, and operates efficiently. By fulfilling their responsibilities diligently and adhering to best practices, company secretaries contribute significantly to the success and stability of the corporation.