What is the role of a company secretary before, during, and after a meeting? A successful meeting starts with thorough preparation.
Proper preparation should begin at least 30 days in advance (including a statutory 21-day notice for an AGM and 28 days for a meeting requiring a Special Notice). This post is written from a practical view.
Here’s the role of a Company Secretary before a meeting:
1. Review the agenda from the previous year’s meeting.
2. Review the minutes of the last Annual General Meeting to check for any outstanding matters.
3. Discuss internally with the CEO, Chairman, and Auditors to avoid surprises, such as expired terms. For example if the Auditor’s term has expired, the Board should present in the Annual General Meeting another auditor for approval. While, it is possible for the meeting to give the Board a go ahead to appoint auditors, the law is that the AGM shall appoint auditors for the next financial year.
Discuss director rotation and identify vacancies, which will help draft the agenda. If the Directors terms have expired, the company should recruit new directors and present them to the meeting.
4. Anticipate potential issues. Long, disruptive meetings often result from a lack of meeting strategy. Help the Chairman anticipate questions, especially those related to financial statements. Ensure auditors clarify any unclear items. The Chairman must fully understand the financial statements.
5. Prepare a Notice and Agenda for the meeting. You can download other company reports on the NSE Website and use them to draft a Notice and Agenda. Discuss with your Chairman every item and if possible do notes on each item.
6. Chairman’s brief. Write a Chairman’s brief explaining the meeting flow through all the agenda items. Although most Chairs will deviate from it, the notes form a great way to conduct the meeting.
As a Company Secretary, the success of an Annual General Meeting depends on proper preparation.
