Responsibilities and Tasks

Responsibilities and Tasks

In broad terms, the primary duty of the company secretary is to ensure compliance by the subject company with all applicable statutory and regulatory requirements.  Such arrangements may flow from
the Company Law and related legislation and regulations, the company's own Articles of Association, BKPM regulations, Bapepam regulations, sector-specific regulations (mining, oil & gas, banking & finance, etc.), as well as laws and regulations of general application (e.g., those related to manpower matters, land use & environmental compliance, and intellectual property registrations).

Typical duties of a company secretary include organizing and convening shareholder, director and commissioner meetings, preparing the related agenda, minutes and resolutions, drafting reports to corporate management and/or shareholders, assembling documentation required for annual reports, public offerings and major transactions, and ensuring that corporate decisions and actions are communicated to the appropriate parties and acted upon in a timely manner.

Other duties commonly undertaken by company secretaries include maintaining all corporate registries,
the filing of mandatory reports to BKPM, Bapepam, the Department of Manpower and other governmental agencies, registering trademarks, service marks, copyrights and patents of the company, administration of the company's insurance and pension programs, advising on contractual arrangements with suppliers, agents and customers, acting as (or providing support to) the human resources department, and functioning as the public relations and/or governmental affairs department.

In larger and/or publicly traded companies, company secretaries may be expected to oversee a whole network of subsidiaries and affiliates, and to develop and manage electronic systems and databases to ensure compliance with all applicable legal and statutory requirements. In such companies, shareholder relations may constitute a major part of the company secretary's work.  This can include maintaining the register of shareholders, monitoring changes in the share ownership of the company, ensuring the proper distribution of dividends, administering stock-option and profit-sharing programs, arranging the logistics for the Annual GMS, and coordinating the production and distribution of the Annual Report.

By way of further explanation, some of the recurring tasks routinely undertaken by a company secretary include the following:
Share Certificates, Statutory Registers and Corporate Records:  Preparing share certificates for distribution to shareholders, organizing and updating the shareholders registry, the special registry and the public company registry (Tanda Daftar Perusahaan or TDP) maintained by the Department of Industry and Trade, and generally keeping all corporate records up-to-date and in good order. 

Mandatory Corporate Reports:  Ensuring the correct and timely filing of various reports required
of limited liability companies by the DoLH, Department of Manpower, Bank Indonesia, Department
of Finance, BKPM, Bapepam, relevant provincial and regional authorities, and various other agencies depending upon the location and nature of the company's activities.

Corporate Meetings: Preparing and distributing all materials related to shareholder, director
and commissioner meetings, including summonses and notices (published, if required), agendas,
forms of resolutions, minutes of meetings, unanimous written consents and all related reports
and attachments.

Company Seal:  Maintaining custody and control over the company's official seal. 

Company Transactions: Liaising with other corporate officials, auditors, stock brokers, bankers, legal advisors and other parties involved in major transactions, including acquisitions or disposals of corporate assets, transfers of shares, issuance of equity and debt instruments and major commercial transactions.
 
Annual Report: Assisting, as necessary, in the preparation of the company's Annual Report.

Compliance Advice: Advising the BoD concerning compliance with the company's Articles of Association, the Company Law, Bapepam regulations, BKPM regulations, and other legislation and regulations as may be relevant.

Management: Managing the staff supporting the company secretarial function.

Outside Counsel: Selecting and instructing outside counsel in matters too large, specialized
or complex to be handled in-house, negotiating fee arrangements and reviewing invoices to ensure
fair and accurate billing