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8 Transaction costs theory Transactions cost theory is based on the work of Cyert and March and broadly states that the way the company is organised or governed determines its control over transactions. Companies will try to keep as many transactions as possible in-house (being able to do that because they have grown so large) in order to reduce uncertainties about dealing with suppliers, and about purchase prices and quality. To do this, companies will tend towards vertical integration (being involved at all stages of the production process or supply chain).
The report states that the secretary has a key role in ensuring that board procedures are observed and regularly reviewed. The Cadbury report also suggests that the company secretary may be seen as a source of guidance on the responsibilities of the board and its chairman and on the implementation of corporate governance reports. Although the compliance aspects for which the company secretary is responsible are important, the ICSA guidance highlights the need for the secretary to fulfil a much wider role.
The secretary may act as the general administrator and head office manager. Tasks include ensuring compliance with the company's memorandum and articles, and other statutory and regulatory requirements such as the Listing Rules. The secretary may also be responsible for maintaining the accounting records required by law, corresponding with legal advisers, tax authorities, trade associations etc and administering the office. 1 Independence of the secretary Whatever the duties of the secretary, the secretary's ultimate loyalty must be to the company.