The Role of the Company Secretary

Did you know that the company secretary can play a central role in helping a board meet its legal, regulatory and governance obligations?

For companies registered under the Corporations Act 2001 (Cth), the company secretary is an officer of the company with specific statutory responsibilities. These include responsibilities connected with registered office requirements, ASIC lodgements, company registers, notices and other corporate records. In a public company limited by guarantee, the company secretary also has a practical role in supporting the board, chair and committees to ensure that meetings are properly convened, papers are circulated, decisions are recorded and statutory records are maintained.

For registered charities, the role is broader again. The board needs to understand how the Corporations Act, the Australian Charities and Not-for-profits Commission Act 2012 (Cth), the charity’s constitution, the ACNC Governance Standards and any funding or sector-specific obligations work together. Section 111L of the Corporations Act may switch off some Corporations Act obligations for registered charities, but it does not remove the need for disciplined governance, accurate records, responsible financial management and timely reporting to the ACNC.

A qualified and experienced company secretary helps translate those obligations into a practical governance system. This includes preparing annual board and committee calendars, supporting agenda planning, preparing clear board papers, recording minutes and resolutions, maintaining action registers, monitoring conflicts of interest, supporting director induction, keeping governance policies and registers up to date, and coordinating annual reporting through the ACNC Portal.

The real value is not just administrative. Good company secretarial support helps the board make better decisions. It ensures that directors receive the right information at the right time, that decision papers clearly identify the issue and recommendation, that conflicts are managed transparently, and that resolutions and actions are captured in a way that provides an accurate record of the board’s process. This matters because minutes and board records are not simply internal notes; they are important governance records that may be relied on to demonstrate how directors and Responsible People have discharged their duties.

In the charity context, a company secretary can also help the board maintain focus on purpose. The ACNC Governance Standards require charities to remain charitable, operate lawfully, be accountable and be run responsibly. A strong company secretary supports those objectives by helping the board align its decisions with the charity’s constitution, charitable purpose, delegations, risk framework and reporting obligations.

The practical point is that a company secretary should not be viewed as a minute taker alone. For many charities and not-for-profit companies, a skilled company secretary is a governance adviser, compliance coordinator and trusted support to the chair, board and executive team. Investing in that capability can reduce regulatory risk, improve board effectiveness and give directors greater confidence that the organisation’s governance arrangements are fit for purpose.

Further details are available from ASIC’s guidance onregistered charities’ obligations to the ACNC and ASIC, and the ACNC’s governance guidance for Responsible People.