The company secretary is integral in the administration of a company, and the role requires a greater breadth of knowledge in relation to company law, disclosure and corporate governance than once it might have. The company secretary may also have several other areas of obligation such as risk management and OHS.

The company secretary has specific duties under the Corporations Act 2001 (Cth) and must also comply with the general duties imposed upon “officers” under that Act.

See Appointment, role and function.

The company secretary must deal with a number of regulatory bodies, and should be familiar with their processes and the company’s responsibility to comply with relevant law, rules and regulations.

This guidance note provides an outline of the main regulatory bodies with which a company may need to deal with.

See The company secretary and regulatory authorities.

An in-house counsel or company secretary needs to be familiar with the nature of share capital, because capital is integral to the balance sheet of a company limited by shares. This guidance note summarises important aspects of shares, including issue, allotment, transfer and raising capital.

See Membership and share capital.

It is critical for in-house counsel and company secretaries of listed public companies to be familiar with the process of how a company is listed and the rules of the relevant trading exchange.

This guidance note provides background on the ASX (the most significant trading exchange) and discusses requirements for admission to the Official List, as well as providing an overview of the Listing Rules.

See ASX and listing.

The ASX Listing Rules as well as the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations contain multiple obligations in relation to corporate governance, relating to issues such as continuous disclosure, structure of the board, audit committees, remuneration and responsible decision-making.

See The ASX and corporate governance.

A company has several obligations in relation to recording and reporting on its activities. This guidance note provides information on books and maintaining registers, financial reporting, audits, remuneration committees, Extract of Particulars and execution of documents.

See Records and reporting.

An important role of the company secretary is to attend and record the meetings of the company. There are various types of meetings, including;

• general meetings;

• directors' meetings;

• creditors' meetings; and

• class meetings.

This guidance note looks at the requirements for convening and conducting directors' meetings and general meetings, including:

• notice;

• explanatory memoranda;

• resolutions;

• duties of the chair;

• proxies;

• agenda; and

• quorum.

It also provides guidance on drafting the minutes.

See Meetings — requirements.