Company Secretaries

12.1 Previously, the role of the company secretary was relegated to purely administrative matters. In Barnett, Hoares & Co v South London Tramway Co, ²³⁸⁶ Lord Esher MR stated that a secretary was a mere servant. His position was that he was to do what he was told, and that no person could assume that he had any authority to represent anything at all. However, over the years, company secretaries began to occupy an important position in the corporate governance structure. In Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd, ²³⁸⁷ Lord Denning stated that a company secretary was now considered to be an important person within the company. He was an officer of the company with extensive duties and responsibilities, especially with regard to the role played by the secretary in the day-to-day business of companies. The secretary was no longer a mere clerk. A secretary regularly made representations on behalf of the company and entered into contracts on its behalf, which came within the day-to-day running of the company’s business. He was also regarded as having authority to do such things on behalf of the company. He was entitled to sign contracts connected with the administrative side of the company’s affairs. All such matters were within the ostensible authority of the company secretary. The Combined Code of best practice also emphasised the important role played by a company secretary in a public company. ²³⁸⁸