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 Frequently Asked Questions


1. What is the International Qualification?
2. What is a Chartered Secretary?
3. What Do Chartered or Corporate Secretaries Do?
4. Are Chartered Secretaries executive secretaries or administrative assistants?
5. What are the general duties of a Corporate Secretary?
6. What about "Administrators"?
7. What positions are held by Chartered Secretary Canada members?
8. What is the history of the Institute?
9. What is the Secretary Bird?

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 An International Qualification

The Institute now has a worldwide membership of 45,000 plus 28,000 students in over 70 countries working to ensure the smooth functioning of their organisations. There are autonomous divisions in Australia, Canada, Hong Kong, Malaysia, New Zealand, Singapore, South Africa and Zimbabwe; semi-autonomous associations in 20 other countries, and members linked directly with Great Britain in another 60 countries. Members are recognised internationally and are entitled to use the designation Chartered Secretary as well as internationally recognised post nominals (ACIS and FCIS).

With a network this vast, the ACIS and FCIS post nominals are your passport to the world and those who possess them can compete with confidence in the global job market. Dealing with governance issues in one jurisdiction is challenging - but in a global economy - organizations must understand the laws, procedures and business requirements of many different countries.

ICSA affiliation and contacts provide an enhanced ability to navigate global markets. For our members, this means a transportable designation with a worldwide network of colleagues, available to advise and consult at the touch of a button. For prospective employers, they can be assured that when they hire an ICSA graduate, they've got the best the world has to offer.

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What is a Chartered Secretary?

The term Chartered Secretary is the professional description for the members of the Institute of Chartered Secretaries and Administrators - a world-wide organization of executive administrators and advisors in corporate matters. Chartered secretaries are often referred to as corporate secretaries. In North America, the term "secretary" is misleading as it is used most often to describe the clerical profession of executive secretary or administrative assistant.

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What Do Chartered or Corporate Secretaries Do?

It's difficult to provide a clear-cut answer. Chartered secretaries occupy a unique position in the company's management team and their duties and responsibilities often cut across all departments. The image conjured up by the term "chartered secretary" is somewhat Dickensian. Think of poor Bob Crachit toiling away as a loyal scribe in Scrooge's business. Happily, this image of depressing servitude is a million miles away from the duties of today's chartered secretary.

It is important to keep in mind that the duties and responsibilities of chartered secretaries differ widely from organization to organization. However, certain key areas can be identified:

  • Corporate Governance matters
  • Director/Officer/Shareholder matters
  • Compliance/Regulatory matters
  • Financial matters
  • Corporate Governance

Develops agenda and supporting materials, and acts as official recording secretary for:

  • Board Meetings
  • Committee Meetings
  • General Meetings
  • Annual Meeting of Shareholders
  • Corporate Records (development and maintenance)
  • Stock Exchange Requirements (i.e. stock transfer)
  • Director/Officer/Shareholder matters

Roles and responsibilities:

  • Main contact person for directors, officers and shareholders
  • Provides training for new directors and officers
  • Advises the company's officers (i.e. chairman and CEO) on company matters
  • Liaison between the company and its shareholders
  • Generates shareholder communications
  • Responsible for shareholder relations
  • Compliance/ Regulatory and Legal matters
  • Filing of statements and reports to the Canadian Securities Commission
    "insider" trading reports
  • Administration of company's corporate code of conduct and the development of other company-wide policies and procedures. 

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Chartered Secretaries are not executive secretaries or administrative assistants.

Chartered Secretaries are corporate professionals, hired by and reporting to the Board of Directors of their companies. While Boards of Directors are responsible for the overall operations and performance of companies, Boards rely on the company's officers to carry out Board policy and to provide them with competent advice and guidance to ensure the company meets its legal and regulatory obligations.

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General Duties of a Corporate Secretary

  • carry out responsibilities for the safe custody and currency of corporate records;
  • have a clear understanding of each company's constituting documents and of the relevant legislative provisions;
  • ensure that the necessary registers required to be kept by the relevant legislation are established and properly maintained;
  • ensure that all returns required to be submitted to a regulator are prepared and filed within the appropriate time limits;
  • be conversant with the requirements of relevant Stock Exchanges (if any company's shares are listed);
  • organise and attend meetings of the shareholders and directors (including sending out of notices, preparation of agendas, marshalling of proxies, drafting minutes);
  • provide advice and counsel on corporate governance practices generally and on corporate secretarial matters; supervise the company's share capital generally, including the preparation of allotment letters, issue of share certificates, handling of transfers and transmissions of shares, forfeiting of shares, etc;
  • ensure that the company's financial records are kept in accordance with the relevant legislation and the annual accounts and reports are prepared in the form and at the time required;
  • monitor the preparation of any tax returns and ensure that management is aware of the need for compliance with the various taxation provisions;
  • monitor the organization's insurance requirements and ensure that these are brought to the attention of the appropriate officer;
  • be conversant with all applicable current statutory requirements and provisions in relation to the company's activities and ensure compliance with them;
  • supports the Chairman and the Board with communication to other officers, auditors, shareholders or other stakeholders as required;
  • advise the directors on disclosure and other compliance obligations of the company and of the directors under the law.

 

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What about "Administrators"

It's easy to forget (sometimes) that the ICSA is really two professional groups in one. The "and Administrators" refers to those professionals who perform some of the chartered or corporate secretarial duties in non-corporate work environments such as non-profit organizations, accounting and legal firms, all levels of government and private corporations (i.e. companies not traded on the stock market).

In Canada, Administrators make up 45% of the membership of ICSA in Canada. They receive the same training as their corporate secretary colleagues and receive the same ACIS or FCIS designations, denoting membership in the Institute.

Core areas of responsibility for Administrators (and to a certain degree, Chartered Secretaries) may include:

  • Develops agenda and supporting materials, and acts as official recording secretary for:
    • Board Meetings
    • Committee Meetings
    • Annual General Meeting
  • Legal
  • Commercial Law
  • Property management
  • Intellectual property
  • Contracts negotiation
  • Contract vetting
  • Litigation
  • Accounting/Finance
  • Payroll
  • Taxation
  • Financial accounting
  • Internal Audit
  • Financial management
  • Personnel and Employee Benefits
  • Employment law
  • Profit sharing schemes
  • Pensions administration and trusteeship
  • Personnel administration
  • Other employee benefits (i.e. Health and dental plans)
  • General Administration
  • Insurance administration
  • Facilities management
  • Office administration
  • Charitable donations
  • Risk management
  • Premises administration
  • Information technology
  • General Management
  • Strategic planning
  • Corporate planning
  • Liaison with professional advisers
  • Government Relations
  • International
  • Federal
  • Provincial
  • Municipal
     

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Positions held by Chartered Secretary Canada members

  • Corporate Secretary
  • Corporate Counsel
  • Chief Operating Officer
  • Chief Financial Officer/ Controller
  • Clerk-Administrator
  • City Manager
  • Executive Director
  • Senior Consultant

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History

The Institute of Chartered Secretaries and Administrators (ICSA) was initially established in 1891 to promote and maintain professionalism in the fields of commerce and administration.

The Institute celebrated the Centenary of its Royal Charter in 2002. The Charter was granted on November 4, 1902. Under its Royal Charter, the Institute has as its objective "the promotion and advancement of the efficient administration of commerce, industry and public affairs" (Article 4). Efficient administration remains a fundamental bedrock of organisational success today.

In 1964, to reflect the wide scope of the profession and more fully describe the status and capabilities of its members, its name was changed from the Institute of Secretaries to The Institute of Chartered Secretaries and Administrators.

The ICSA is unique in the global business environment - it is the only organization to provide a professional program and designations for chartered secretaries and administrators recognized worldwide. All members join as students of the Institute and, after completing a program of study, become Associates of the Institute and receive the ACIS designation. More seasoned members may apply to become Fellows of the Institute, usually after 8 years of appropriate work experience, and receive the FCIS designation.

As the organization of professional administrators in Canada, the ICSA is committed to strengthening and advancing the efficient administration of every type of organization in business and government.

For details on the history of the Canadian Division of ICSA, please see The Institute of Chartered Secretaries and Administrators: An Account of Personal Memories 1948-1978 recorded in 1979 by Dr. James Charles Bonar, D.P.Sc., FCIS., first Chairman of the newly incorporated, what then was called, The Chartered Institute of Secretaries 0f Joint Stock Companies and other Public Bodies in Canada.

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The Secretary Bird

The secretary bird, a native of southern Africa, acquired its name by the supposed resemblance of its black feathery head plumes to a secretary with a quill pen behind its ear. Strange as it may be, the bird was aptly named as some of its characteristics are appropriate to the secretarial profession.

ICSA Secretary Rusell Day must be given credit for ICSA adopting the secretary bird as its crest in 1896. Through a study of the bird, he discovered that its most prominent characteristics were alertness and its ability to successfully prey on snakes. This signified the vigilant character to be instilled in every chartered secretary. A creature of habit, the bird mates for life and is fiercely protective of its territory being a classic, portrayal of a chartered secretary's pursuit of high ethical standards.

Russell Day had also shipped from South Africa a specimen of the bird to present it to the ICSA. The mascot was mounted in a glass case but unfortunately was destroyed when the Institute's premises were bombed on December 29, 1940. However, it was later replaced and resumed its duty as a symbol of high professionalism among chartered secretaries.

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