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Answer in Brief · Q7

Q.Explain the duties of a Company Secretary before, during, and after a Board Meeting.

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✓ Free question

The Company Secretary's duties relating to a Board Meeting fall into three stages.

Before the meeting: The Secretary fixes the date, time, and venue in consultation with the Chairperson; prepares and issues a valid notice to every director at least seven clear days in advance (by hand, post, or electronic means), or arranges a valid shorter-notice meeting for urgent business with an independent director present; prepares the agenda in consultation with the Chairperson, along with supporting papers directors will need; arranges the venue and logistics; and checks in advance that the required quorum is likely to be met.

During the meeting: The Secretary confirms and records that the quorum is present before business begins; assists the Chairperson in following the agenda and the correct procedure for moving, discussing, and voting on each resolution; takes accurate notes of the discussion, the decisions reached, and the exact wording of each resolution passed; and advises on procedural questions, such as whether a matter needs a particular type of resolution or whether a director must disclose an interest.

After the meeting: The Secretary drafts the minutes from the notes taken, in the form Section 118 of the Companies Act, 2013 requires, and has them entered in the minute book within 30 days; obtains the Chairperson's signature confirming the minutes as accurate; communicates the decisions taken to whoever must act on them (filing with the Registrar where required, informing the bank of an authorising resolution, and so on); and follows up on action points so that what was decided is actually carried out.

✓Final answer

The Secretary's duties are: before the meeting — notice, agenda, and logistics; during the meeting — confirming quorum, assisting the Chair, and note-taking; after the meeting — drafting and recording the minutes, obtaining the Chairperson's signature, and following up on decisions.

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