Company Secretary abbreviated as “CS” is a key professional in the corporate world. A CS is regarded as a “KMP” i.e Key Managerial Personnel under the express provisions of the Companies Act, 2013. By virtue of being designated as ‘KMP’ he is put along with Managing Director, CEO, Whole Time Directors and the CFO. Basically all of them performs the most important roles in their individuals capacity and as well as a team.
In many advanced countries of the world like USA, United Kingdom, Canada, etc the ‘Company Secretaries’ are commonly known as “Corporate Secretary”, “Board Secretary”, etc .
We will take a practical approach to understand the title that whether a ‘CS’ in employment is doing a ‘Corporate Job’ or is rendering a ‘Service’ to the nation by helping the stakeholders.
By ‘Job’ here we means he is working as a corporate employee to maximize the profits and mitigate the risks for the company for which he is working and by ‘Service’ we means that he is acting as a government nominee to protect its interest.
How CS serves the stakeholders in corporate job…? Let’s understands the same:-
ROLE OF A CS AS “KMP” (DOING JOB)
As the very name suggest that CS is one of the key personnel who helps in managing the company and is made responsible for the compliance under the Companies Act and other applicable legislation. He has to report to the Board of Directors for timely guidance and strategic planning and also to perform such other duties as have been specified under various laws or delegated by the board from time to time. Moreover under SEBI norms a CS is regarded as a ’Compliance Officer’ which in itself is a great recognition.
But there is a line drawn in the role of a CS as a “KMP or Compliance Officer ” who is also a “Corporate Employee” meaning how he balances his duties being in dual role.
In today’s world the role of Company Secretaries is multi fold and many times their role is combined with another role, but care should be taken that the prime role of governance should not be compromised.
Both the title “Compliance officer/KMP” and “Corporate Employee” are opposite to each other by very basic nature because as a compliance officer he has to comply and not manage. (here by ‘manage’ we means ‘business management’).
But it doesn’t means that CS has to do only the compliance part rather Company Secretaries are expected to possess commercial approach as well and use their senses along with technical skills to maintain sustainability of business instead of short term survival. As such they are entrusted with multi fold role so balancing both the business and governance are equally important.
CA/CS/CMA as Army/ Navy/ Airforce for the Corporate World (Doing Service)
The hon’ble secretary Ministry of Corporate Affairs once addressed these three professionals as the Army, Navy and Airforce for the corporate sector. We all knows that in comparison to services rendered by our armed forces we are nothing they renders selfless service for the entire nation. But indeed it’s a great respect from the hon’ble secretary to the professionals.
CS RENDERING SERVICE TO NATION
Also appreciate one more thing that he said that professionals are not only doing a job but are rendering services to the nation. Rendering a service here means protection of the interest of the stakeholders including the government and contributing towards the betterment of the society.
Let’s understand more
Company Secretaries plays both the roles very effectively i.e serving the society as well as growth of the employer.
CS TO DECIDE THE CORPORATE CULTURE AND TORCHBEARERS FOR VISION 2022
The hon’ble Prime Minister Shri. Narendra Modi once in his speech said that CS professionals decides the corporate culture and are responsible for establishing the best corporate governance practices across the boards of companies. The PM also urged ‘ICSI’ to contribute its role in making the country a high tech compliant society by the year 2022. Every single word is highly motivational that the hon’ble PM gave the professionals such high recognition and responsible role to play in his dream of nation building.
CONCLUSION: Arriving at the conclusion it is absolute correct to say that CS professionals are rendering their services to the nation as well as doing a job for the growth of his employer. There is no ambiguity that to maximize the profits and minimize the risks for the promoters is one of his duty but what matters more is to balance the interest of all stakeholders including the company which is in itself a separate legal stakeholder. It is a well established fact that an organization is a corporate citizen and Company Secretaries are the conscience of such citizen due to their governance role.
These are the personal views of the author and not an exact interpretation of the statue and may differ from person to person. The content published is only for educational purpose. Further the content is an original work of the author and it should not be used without permission.
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