In Hong Kong, A company may also appoint one or more deputy company secretaries to assist in carrying out its responsibilities under the Ordinance. As with other officers, it will be unlawful for any person to act as a company secretary or deputy unless they are suitably qualified and are not disqualified from acting in their capacity as officers of a corporate body (section 142).
The company secretary has a number of important statutory duties and functions, which include:
• keeping records on the minutes of company meetings;
• attending and overseeing all board and committee meetings;
• ensuring that statutory books and registers are kept up to date;
• ensuring that there is sufficient disclosure of interests in the company's reports and accounts.
The role of the company secretary is closely connected with that of shareholders' proxies. The relationship between a company secretary and proxy can be an uneasy one because they have conflicting roles with respect to shareholder rights. A proxy will often wish to exercise his or her voting power without consulting the company or its officers, whereas a company secretary would rather they make their decisions after consulting him or her. The company secretary has a statutory duty to provide the board with information concerning shareholder interests for this purpose.
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