Secretariat

Secretariat is an essential pillar of any company, whether it is a small company or a huge one, and it plays a vital role in managing the business of the company, and facilitating the conduct of administrative procedures.

In Egyptian companies, interest is increasing in the role of the secretary, as they have become an indispensable element in achieving efficiency and effectiveness.

What is secretariat?

It is known as the person competent for organizing meetings and preparing minutes of meetings, whether the Board of Directors (BOD), Ordinary and Extra Ordinary assemblies, and in doing so it helps greatly in increasing the effectiveness of management. The secretary may hold a higher position, such as being an Office Manager, and it can be defined as the department responsible for managing the office works, documents, and official communications of the company, and this includes a wide scope of work, such as:

• Preparing and managing company’s meetings and its agendas, inviting attendees, and writing minutes of meeting.
• Managing and preserving the company’s official files and records, and organizing them in an easily accessible manner.
• Official correspondence, such as drafting official letters and memos, sending and receiving them, for example, invitations the General Assemblies.

In order for company meetings to be held, whether meetings of the General Assemblies or the BOD, it is required that a secretary be present at the meeting, and the meeting is not considered valid without his presence, and the majority of attendees shall agree to his appointment.

The Egyptian Guide of Corporate Governance issued by the Financial Regulatory Authority (FRA) clarified the definition of the secretary as follows:

The Secretary is the person responsible for preparing and coordinating the meetings of the BOD and its committees, as well as the General Assemblies’ meetings, drafting and documenting the minutes of meetings, and following up on the execution of the resolutions. He also works as an advisor to all members of the BOD regarding governance applications, without conflicting with the role of other concerned departments.

The guide explained the role of the Secretary of the BOD as follows:

• The position of Secretary of the BOD is considered one of the vital and influential positions in the company, and the company may form an organizational unit for the secretariat.
• The role of the secretary is not only limited to drafting minutes of meetings, but goes beyond that to form an ongoing bond between the members of the BOD and the company’s management. He can also be a source of information they request. The BOD shall grant him the necessary authorities to carry out his work efficiently and train him on them on an ongoing basis.
• It is preferable for the Secretary to be an employee with an appropriate job level that enables him to play the role of the mediator between the members of the BOD and the senior management of the company. Among his duties, are the following:

1- Preparing and managing the logistics of meetings of the BOD, committees and general assemblies of shareholders, assisting the Chairman of the BOD in preparing the agenda, preparing information, data and details on these topics and sending them to the members in sufficient time before the meeting.

2- Adopting the concepts of understanding of governance principles among members of the Board of Directors BOD, senior management, and all employees of the company in a way that does not conflict with the role of other concerned departments in the company.

3- Follow up on the issuance and execution of BOD’s decisions and inform the concerned departments of them, as well as prepare follow-up reports on it.

4- Preserving and documenting everything related to the BOD decisions and its topics, while ensuring that the BOD obtains the information in the perfect time.

5- Coordination with all Board committees to enable effective communication between those committees and the Board of Directors.

6- Coordinating with the relevant committees within the framework of providing the necessary information to support the Chairman of the board in the process of evaluating board members and committee members, and the proposals that the board presents to the General Assembly regarding selecting or replacing a member.

7- Providing the necessary information about the company to new members and other members.

The Companies Law No. 159 of 1981 and its Executive regulations (Companies law) stipulates and clarifies the position and appointment of the secretary as follows:

Article No. (67) of the Companies’ Law stipulated that “the Executive Regulations also specify the procedures for conniving the assembly and its presidency, how to choose the secretariat and vote collectors, and the method of voting”.

Article No. (81) of the Companies’ Law stipulated that “The meeting minutes of the BOD shall be recorded regularly after each meeting in a special ledger signed by the Chairman and the Secretary, and the conditions of the General Assembly’s records shall apply to the BOD’s ledgers”.

Article No. (212) of the Executive Regulations stipulated that ” Appointing the secretary and vote counters; at the beginning of the meeting, the President of the Assembly shall appoint the Secretary of the assembly and vote counters, provided that the General Assembly approves their appointment. They may be appointed from among non-shareholders if the Articles of Association does not stipulate otherwise.

Article No.(213) of the Executive Regulations” The case of whether the quorum is completed or not; If the quorum stipulated in the Articles of Association is completed, the General Assembly begins to consider the agenda. In the event that the quorum is not completed, a report is drawn up and signed by the chairman of the meeting, the secretary, and the votes counters. The Chairman announces that the meeting has been postponed until Scheduled date for the second meeting.

Article No.(214) of the Executive Regulations stipulated that” The minutes of the General Assembly’s discussions shall include the data stipulated in

Article (75) of the companies’ law and a statement of those who attended the Assembly from non-members of the Assembly, whether representatives of the competent administrative authorities or the representative of the bondholders’ group or others; and a statement of the notes they take at the meeting must be recorded in the minutes, and it shall be signed by the Chairman of the Assembly, the secretary, the vote collectors, and the auditor. A copy of the minutes of the meeting must also be sent to the Financial Regulatory Authority (FRA), the General Administration of Companies, and the legal representative of the bondholders’ group within a maximum of one (1) month from the date of the assembly.

Article No. (249) of the Executive Regulations stipulated that “The minutes of the Board of Directors’ meetings shall be recorded on a regularly after each meeting in a special ledger signed by the Chairman of the BOD and the Secretary. This ledger shall be subject to the conditions of the General Assembly’s ledgers stipulated in Article No. (75) from the Company’s Law.

The importance of the secretariat in the Egyptian companies

• Ensuring the smooth running of business, as the Secretariat contributes in facilitating the company’s daily workflow and reducing routine.
• Maintaining official records. The secretariat has a crucial role in keeping the company’s official records, ensuring the protection of its legal rights.
• Formatting a positive image of the company, as the efficiency of the secretariat reflects a positive image of the company in front of the clients and partners.
• Administrative support through the secretariat providing the necessary support to the executive management, enabling it to focus on making strategic decisions.

The future of secretariat in Egyptian companies

With the rapid development of technology, the Secretariat is expected to witness major changes in the future. The most important changes are:

1. Relying on technology: As technology has an increasing role in completing many administrative tasks: which will contribute to increasing the efficiency of the secretariat.
2. Developing digital skills: It is necessary for secretaries to develop their digital skills, such as using document management and communications software.
3. Focus on strategic tasks: With increasing reliance on technology, secretaries will have to focus on strategic tasks, such as analysing data and providing support in decision-making.