PwC: Company secretaries now centre stage
Innovation Profile Role pivotal as guardian of corporate reputation when it comes to governance and compliance
The volume of paperwork created by all this activity can be enormous and larger organisations are moving towards paperless board meetings as a result – another move which takes the company secretary even further from the dusty ledger.
“You would be surprised at how many board meetings are now based on tablet computers and are effectively paperless”, says Cosgrove. “For company secretaries and other administrators, the release and distribution to board members of amended versions of documents can be a nightmare when using paper.
“New versions have to be sent out by courier, old versions frequently have to be collected for destruction, and then you have the task of ensuring that everyone is working off the same version. A paperless board and an electronic board pack can have details sent out from one central system with updates being forwarded to directors’ devices at the push of a button.”
This has considerable advantages in terms of enhanced security, ease of access to corporate information, convenience and the synchronisation of documents.
Another area where the company secretary’s role is becoming increasingly valuable is that of compliance cost reduction.
“We regularly come across groups of companies where there are a large number of dormant entities which serve no purpose”, O’Connor points out. “This can come about where a company has grown through merger and acquisition over the years and the functions of many of the acquired entities and their subsidiaries have been absorbed into the main organisation.
“However, these entities are still required to be audited, have tax returns prepared and make filings to the Companies Registration Office on an annual basis.
“Company secretaries are best placed to identify these dormant entities as they are responsible for filing returns and they can work on dissolving them to reduce costs and risks for the group.”
The role of the company secretary is set for further change when the proposed new Companies Bill becomes law. The aim of the legislation is to clarify and simplify company law in Ireland and make it easier for companies to do business here, according to Cosgrove, but there are new elements and some changes which companies need to prepare for.
“The Bill is unlikely to be enacted until late next year and there will be a transition period, but it is important for company secretaries and directors to be aware that significant changes are coming down the line in terms of company types, the codification of directors’ duties, new offences and the introduction of a mergers and divisions regime. We are already working with clients in preparing for the changes and in supporting their company secretarial role in ensuring compliance and good governance, both under the current regime and the changed one which will be introduced under the new legislation.”