The Corporate Governance and Company Secretary

• Main Authors: TAI, YING-FEI, 戴英妃
• Other Authors: LIU, LEN-YU
• Format: Others
• Language: zh-TW
• Published: 2017
• Online Access: http://ndltd.ncl.edu.tw/handle/uh5y23

碩士 === 國立臺北大學 === 法律學系一般生組 === 105 === Good corporate governance is essential for all companies regardless of their size, but it can become more complicated as the size of the company and the number of stakeholders increases. "Company Secretary" (also named the Secretary of the Board) is a strategic position of considerable influence at the heart of governance operations within an organisation. The role of Company Secretary has existed for more than a hundred years, the earliest originated in the United Kingdom. In the beginning, a secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all. However, as time passes by, a secretary is no longer a mere clerk. He regularly makes representations on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company's business. So much so that he may be regarded as held out as having authority to do such things on behalf of the company. Company Secretary is an officer of the company with extensive duties and responsibilities. This appears not only in the modern Companies Acts, but also by the role which he plays in the day-to-day business of companies Which means, despite the name, the role is not clerical or secretarial. Company Secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company Secretary is the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.In many countries, private companies have traditionally been required by law to appoint one person as a company secretary, and this person will also usually be a senior board member. Company Secretary is the key advisor to the board of directors on matters of corporate governance and their duties as a director. This will include dealing with conflicts of interest, managing the interests of the shareholders and other stakeholders and dealing with applicable codes and investor guidelines.