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HRD and company secretary?

Hi is there anyone in this forum please who is a HR director and a company secretary? I just wondered if you needed any additional professional qualification. kind regards Meena

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  • Hi Meena

    The position of Company Secretary involves prescribed statutory duties and responsibilities under UK company law. So does the position of Company Director, but not so particularly HR Director.

    The former two positions therefore involve largely separate and discrete areas of knowledge and skills to HR.

    It’s fairly common for the Financial Directors of companies to have several responsibilities, some being those of Company Secretary and some Head of HR too, but often with a professional HR specialist reporting to them in order to undertake stuff that’s not directly within their own financial / company administration specialism.

    Apples and Pears / Horses for Courses, really!
  • @Meena
    The ICSA is to Company Secretaries what the CIPD is to HR professionals. It is the main professional body for Company Secretaries and has had a Royal Charter for more than 100 years. It offers professional training courses which may interest you.
    Maybe check out their website?
  • Hi Meena

    If you have been asked to take this on, don't do it until you have checked out exactly what it will mean. I believe hat one of the duties is to ensure accounts are filed on time, which is why this responsibility often sits with the FD. Is this something you have any control over? If not, don't become the person who gets the blame if the accounts are filed late. I have been a Company Secretary once but it was simply because we needed a name for paperwork for a company we had registered but weren't using. I was assured that I had absolutely nothing to do. In retrospect, I am not sure I should have agreed to it. One consequence was my home address being published and even though I relinquished the role years ago, it still shows up in a Google search.

  • Steve Bridger

    | 0 Posts

    Community Manager

    1 Dec, 2020 12:47

    Meena - I agree with colleagues. This is often something the FD will take on.
  • Thank you everyone. That's most useful. Much appreciated Elizabeth, yes I have been asked to take on this role and my understanding is that (as Ray mentioned) to have a ICSA membership, which isn't easy.
  • In reply to Meena:

    Years ago, I completed year 1 of the ICSA syllabus because I was interested in the subjects covered and thought I might go in that direction. This was years before I was actually asked to be registered as Company Secretary for a dormant part of a group. If you have a look at their site, you might decide it looks interesting. However, you would be restricting your employment options as a company has to be of a certain size before Company Secretary becomes a stand alone job. That applies to HR as well, but I think most companies would require an HR function a long time before they required a company secretariat. That's just my opinion and others might have better information on this point. Although I enjoyed the law module, I am glad I stuck with HR but I'd certainly encourage you to check out the ICSA site and think about whether it could be for you.
  • Thank you Elizabeth. I am doing some research. As you say it'll be a complete change to career and I need to really give it some thought.
  • In reply to Meena:

    Hi Meena - having some ICSA knowledge (as opposed to qualifications) will probably be useful to help understand the legal framework of company law in which a company has to operate. Indeed, not enough HR people have a good iunderstanding of this IMHO. However..... most Company Secretaries are qualified lawyers (degree plus 2-3 years of professional exams and experience in a law firm), so think hard before going down that rabbit-hole in terms of a career.
  • In reply to Meena:

    Hi Meena

    Membership of the ICSA is, I believe, a prerequisite for being a Company Secretary for a PLC. It is not necessary for other types of business, e.g. a Ltd company. I used to work in a business where the MD's PA was given that task, so that she could be given a bigger pay rise. However, there are statutory duties involved so do think about whether to take this on and don't do it without adequate training.
  • In reply to Anka:

    I'm fairly sure that it isn't mandatory for even PLC company secretaries to be members of any particular professional body, Anka.
  • In reply to David:

    Happy to be corrected on that. I reported into an ICSA member for years, but that was quite some time ago so I may be out of date.
  • Thank you everyone. The current Company Secretary who is a qualified finance business partner, tells me that my organisation doesn't actually need a company secretary because we have less than 250 employees. So probably it's only a name on papers. I don't know how much / what risk that would involve if I take it up.
  • I agree Ray, if I am tempted with the offer I might do a foundation course or read about it. Thank you for your suggestion
  • In reply to Meena:

    Hi Meena,
    I am training as company secretary since 2018 with a large Plc and have actually decided to start a new career in HR, just starting my CIPD level 3 with ICS this week.
    To become a Company Secretary is a lengthy journey and without a legal qualification you have to complete a foundation year and then join the secretaries qualifying scheme with the Corporate Governance Institute (formerly ICSA). You will have to complete 8 closed book exams of 3 hours each. It takes most people over 4 years to complete, 1 module per semester with about 20 hours recommended study a week.
    The Kensington College of Business is one of the training providers and can give you a bit more advice on the studies.
    A Plc has the usual structure of Trainee Company Secretary, Company Secretarial Assistant, Assistant Company Secretary, Senior Assistant Company Secretary, Head of Plc, Deputy Company Secretary and then Company Secretary. Most Company Secretaries are Solicitors and Chartered Secretaries.
    It’s definitely a good career if you are interested in Corporate Governance, Law and like to work with regulatory demands.
  • In reply to Meena:

    A company secretary may not be a director, but they will often be liable for breach of duty in the same way as board members. The code of directors’ duties, set out in the Companies Act, is not expressed as applying to the secretary, but, as an officer of the company, the duty to promote the company’s success should apply in equal measure, as should the obligations to avoid a conflict of interest and to exercise independent judgment. (Note that these duties are owed to the company and not directly to shareholders.)

    The secretary has many administrative responsibilities, including filing returns at Companies House and ensuring compliance with the Companies Act. Numerous sections in the Act provide that, where there is a failure to file or comply, ‘an offence is committed by every officer of the company who is in default’. If the secretary is the person with prime responsibility for the task, they will be the person in default and liable to the fine.