Company secretary within the corporate governance framework

The concept of corporate governance, transformed with the 1992 Cadbury Report, has become a concept at the core of modern joint stock companies, with the effect of financial scandals and global economic crises in the following years. The companies law legislation, which has been updated in many countries, has brought some innovations regarding the operation of joint stock companies. In the twenty-first century, the company secretary has also undergone a transformation in connection with the concept of corporate governance. In countries where company secretary practice is common, company secretaries, who used to be described as "mere clerks" and whose role description was defined entirely on the administrative axis, have become corporate governance professionals who play a key role in management. The modern company secretary, whose managerial functions became decidedly more important, is responsible for informing and guiding the members of the board of directors and the managers with regards to corporate governance issues, ensuring the internalization of the corporate governance philosophy by the elements within the company, and building the necessary mechanisms in this context. Thus, the role description of the modern company secretary has developed into a wide area that includes legal consultancy, corporate governance, risk management, operations management, investor relations and corporate communications. The increase in company secretary appointments in Turkey and the expected positive outcomes in relation to corporate governance due to the modern content of the concept have made the company secretary a subject worth examining in terms of Turkish law. The main purpose of the study is to examine whether the company secretary, who does not have a statutory role under Turkish law, accords with the general framework foreseen for joint stock companies in the legislation, and to determine the position of the secretary within the joint stock company. For this purpose, this study seeks to exhibit the general framework of the concept of company secretary with reference to the local regulations that constitute the source of the concept, and to evaluate the practice from the perspective of Turkish law.