Every Irish registered company is required by law to have a company secretary ("Secretary"), who may also be one of the directors. The functions of a Secretary are essentially administrative and not managerial. For instance a Secretary commonly:
Provides legal and administrative support and guidance to the board of directors; Ensures that the board's decisions and instructions are properly carried out and communicated; Has responsibility to ensure that the company complies with all relevant statutory and regulatory requirements; Has responsibility for communications with the shareholders when required; Acts as principal administration officer, liaising with staff, customers, suppliers, media and the board of directors; and Executes important documentation on behalf of the company, together with a director. Secretary's Powers
The powers of the Secretary are limited to a few powers given to him by statute and such other powers as may be delegated to him by the board of directors. The Secretary has power to enter into contracts relating to the day to day administration of the company. Where the Secretary enters into contracts within his apparent or ostensible authority, his actions will bind the company even if he had no authority to act.
An officer of a company is guilty of an offence if he authorises or, in breach of his duty as an officer, permits the default in question. There is now a presumption that the relevant officer had permitted the default unless the officer can establish that he took reasonable steps to prevent the default or that he was unable to prevent it because of reasons outside of his control. This places the onus on the officer to disprove to the court, any fault on his part. Where a Secretary, in purported compliance with any provision of the Companies Acts, answers a question, makes a statement, produces a document, knowing the answer, statement or document to be false, or is reckless in the conduct of his duties, he is in breach of the Companies Acts. As the Secretary has no power to ensure compliance, such being vested in the board of directors, it would appear unreasonable to impose a duty to do so. The Companies Bill 2012 proposes to clarify the duties of directors and secretaries in this regard however the new Companies Act is not anticipated until 2014. The duties of a Secretary are classified below as (i) Statutory Duties; (ii) Duty of disclosure; (iii) Duty to exercise due care...