The secretary of a private company is not required to have any formal qualifications. However, the directors must take all reasonable steps to ensure that the secretary has the skills necessary to discharge his/her statutory and other legal duties and such other duties as may be delegated to the secretary by the directors.
Directors of a public limited company must take all reasonable steps to ensure that the secretary is a person who appears to them to have the requisite knowledge and experience to carry out the functions of secretary and who:
- for at least three years of the five year immediately preceding his/her appointment as secretary held the office of secretary of a company; or
- is a member of a body for the time being recognised for the purposes of section 1112 by the Minister for Jobs, Enterprise & Innovation; or
- is a person who by virtue of his/her holding or having held any other position or his/her being a member of any other body appears to the directors to be capable of discharging those functions.
With the increasing focus in recent years on corporate governance in Ireland, compliance and corporate governance are of concern to every business. Failure to comply with company law and regulatory requirements can have damaging consequences in terms of financial penalties and damage to a company’s reputation.
The role of the company secretary has been extended such that the secretary is now seen as the guardian of the company’s compliance with legislative requirements and best practice. It is imperative that a company secretary educates herself on the role as company secretary to avoid being held liable for loss arising from negligence.
If you require further advice or guidance in the implications of acting as a company secretary please contact Seamus Parfrey.