{ "vercy": "1.0-draft", "publication": { "status": "research-draft", "adjudicationStatus": "unreviewed", "publishableCanonical": false, "generatedAt": "2026-09-12T08:49:16Z", "providers": [ "Codex" ], "breadth": "recalled by Codex without web access - no source was read", "missingProviders": [], "pass": 2, "cost": { "grok": { "seconds": 30.9, "error": "Reading additional input from stdin...\nOpenAI Codex v0.153.4\n--------\nworkdir: R:\\02_PROJECTS\\02_Meta_Models_Platforms\\Ver.cy\\current\\thing-registry-backlog\nmodel: gpt-6-astra\nprovider: openai\napproval: never\nsandbox: read-only\nreasoning effort: none\nreasoning summaries: none\nsession id: 01a094cd-75ae-78c3-8ba2-11a974b7c981\n--------\nuser\nDescribe what is already known about one registered thing. Answer as JSON only, no prose around it.\n\nThing: company secretary\nSense to describe: (none recorded)\nDomain code: SOC.PER\nAlso known as: (none)\n\n\nContext for this batch of 1001 things:\n# Batch 043: 10", "usd": 0.0, "recall": true }, "codex": { "seconds": 69.1, "error": "Reading additional input from stdin...\nOpenAI Codex v0.153.4\n--------\nworkdir: R:\\02_PROJECTS\\02_Meta_Models_Platforms\\Ver.cy\\current\\thing-registry-backlog\nmodel: gpt-6-astra\nprovider: openai\napproval: never\nsandbox: read-only\nreasoning effort: none\nreasoning summaries: none\nsession id: 01a094cd-75a1-7661-a4ae-d91c2d9c1ffb\n--------\nuser\nYou are drafting a Vercy meta-model for one registered thing. Answer as JSON only, no prose around it.\n\nThing: company secretary\nRegistry id: vr.tr.company-secretary\nPlane / domain: SOC / SOC.PER\nRegistry definition: (none recorded)\nNames folded into this entr" } }, "enrichment": { "pass": 3, "engine": "claude", "producedAt": "2026-10-06T12:00:00Z", "ingestedAt": "2026-10-06T08:43:40+00:00", "fields": [ "agent_conduct", "ethics", "owners" ] }, "gate": { "passed": true, "version": "1.0", "at": "2026-10-07T10:10:31+00:00", "evidence": [ "completeness 1.00", "sense: Wikidata description", "2 live sources", "review by codex: pass" ] } }, "metaModel": { "id": "THING-Q5155576", "registryId": "vr.tr.company-secretary", "name": "company secretary", "version": "0.1.0-research.1", "entryKind": "thing", "family": "Thing Registry", "domain": [ "SOC.PER" ], "status": "research-draft" }, "canonicalUrl": "https://ver.cy/models/thing/q5155576/", "model": { "registry_id": "vr.tr.company-secretary", "name": "company secretary", "purpose": "Enable an AI agent to recognise a company secretary role, assess its appointment and governance support arrangements, and determine which actions its holder is authorised and equipped to perform.", "definition": "A company secretary is a corporate governance role responsible for supporting the board and administering company records, decision-making procedures and statutory compliance, with duties and eligibility determined by the applicable jurisdiction and organisation.", "scope_statement": "This model owns the company secretary role associated with a particular company, including its mandate, appointment, eligibility, governance responsibilities, information stewardship and delegated authority, while distinguishing the role from its holder.", "in_scope": [ "Role designation and applicability to the company's jurisdiction and legal form", "Appointment, tenure, cessation, vacancy and handover", "Eligibility, qualifications and competence requirements attached to the role", "Support for board and shareholder procedures", "Responsibility for corporate records, disclosures and filing workflows", "Delegated authority, reporting relationships, conflicts and escalation" ], "out_of_scope": [ "The holder's complete personal or professional biography", "The company's ownership, strategy and operations as a whole", "Directors' and shareholders' substantive decision-making powers", "General administrative assistance unrelated to corporate governance", "The full substantive content of legal advice or litigation", "Recruitment advertisements and employment contracts beyond their effect on the role" ], "distinguishing_features": [ "The role has an identifiable company governance mandate; a secretarial job title alone does not establish that mandate.", "Its appointment and responsibilities can be assessed separately from the identity of the individual or service provider holding it.", "Preparing or recording board and shareholder decisions is distinguishable from possessing authority to make those decisions.", "Its remit concerns corporate governance procedures and records, rather than merely scheduling, correspondence or office administration.", "Where a holder is also a director, lawyer or executive, each action can be attributed to the capacity in which the holder acts." ], "characteristics": [ { "name": "Company served", "kind": "relation", "unit_or_values": "Identified company or legal entity", "why_it_matters": "Appointments and authority must be attributable to a specific entity, including within a corporate group." }, { "name": "Applicable governance framework", "kind": "relation", "unit_or_values": "Jurisdiction, legal form, constitutional documents and applicable market rules, with versions or effective dates", "why_it_matters": "The role's requirements cannot be inferred reliably from its title alone." }, { "name": "Role designation", "kind": "category", "unit_or_values": "Company secretary; joint secretary; assistant or deputy secretary; other evidenced designation", "why_it_matters": "Similar titles may carry different appointment conditions and powers." }, { "name": "Requirement assessment", "kind": "state", "unit_or_values": "Required; optional; applicability unresolved", "why_it_matters": "A missing appointment has different implications depending on the company's applicable framework." }, { "name": "Appointment status", "kind": "state", "unit_or_values": "Proposed; effective; ceased; vacant; disputed; unknown", "why_it_matters": "An agent needs evidence of current tenure before attributing actions to the officeholder." }, { "name": "Holder and delivery arrangement", "kind": "relation", "unit_or_values": "Named holder, any service provider, and evidenced internal, outsourced or shared arrangement", "why_it_matters": "Service delivery and formal appointment may involve different parties." }, { "name": "Eligibility assessment", "kind": "state", "unit_or_values": "Verified against identified requirements; evidence incomplete; unmet; unresolved", "why_it_matters": "Professional credentials and eligibility for a particular appointment need separate assessment." }, { "name": "Authority boundaries", "kind": "relation", "unit_or_values": "Actions linked to their authorising instruments, conditions and approval requirements", "why_it_matters": "Responsibility for a process does not by itself establish signing, certification or submission authority." }, { "name": "Governance obligation coverage", "kind": "state", "unit_or_values": "Assigned and monitored; partially covered; unassigned; unresolved", "why_it_matters": "This exposes gaps in meeting support, record maintenance and filing responsibilities." }, { "name": "Outstanding obligation delay", "kind": "measurement", "unit_or_values": "Days relative to an evidenced deadline, with calculation basis", "why_it_matters": "It supports prioritisation without assuming that all company obligations fall to the secretary." } ], "affordances": [ "Identify the current holder and verify the evidence supporting the appointment.", "Compare appointment and qualification evidence against the company's applicable requirements.", "Prepare board or shareholder meeting workflows using the governing procedural rules.", "Track assigned corporate record and filing obligations, deadlines and completion evidence.", "Check whether a proposed signature, certification, submission or disclosure falls within evidenced authority.", "Identify governance process gaps and prepare escalation or handover actions for authorised review." ], "agent_conduct": { "may": [ "Explain the role and duties of a company secretary in a stated jurisdiction.", "Help prepare board papers, minutes and statutory filings when authorized." ], "must_not": [ "File statutory returns or change company records without authority.", "Alter minutes to misrepresent board decisions.", "Help hide beneficial ownership or evade disclosure rules.", "Disclose confidential board information." ], "requires_human": [ "Signing or filing documents on the company's behalf." ] }, "ethics": { "considerations": [ "Accurate company records protect shareholders, creditors and the public.", "Hidden ownership enables fraud and money laundering." ], "affected_parties": [ "Shareholders", "Creditors", "The public" ] }, "owners": { "steward": "The company's board appoints the secretary; company registries keep filings.", "master_systems": [ "Company registries" ] }, "what_it_is_for": [ "A company secretary supports corporate governance through board administration, company records and statutory compliance.", "The role is encountered when arranging formal meetings, maintaining governance records and coordinating filings under the company's applicable legal framework." ], "standards_and_regulation": [ "The Companies Act 2006, enacted by the Parliament of the United Kingdom, sets requirements concerning company secretaries for companies within its scope." ], "failure_modes_and_hazards": [ "Missed filings or inaccurate statutory records can expose a company and responsible officers to penalties.", "Defective meeting notices or decision records can create disputes about the validity of corporate decisions.", "Unauthorised disclosure of board papers or personal information can harm individuals and the company.", "Acting beyond delegated authority can create governance disputes and unintended commitments." ], "facets_not_applicable": { "recognition": "A company secretary's role cannot be established from physical appearance and requires appointment or organisational records." } }, "sources": [ { "id": "wikidata", "title": "Wikidata item Q5155576: company secretary", "url": "https://www.wikidata.org/wiki/Q5155576", "url_status": "live", "what_it_supports": "identity and sense of the item", "checked_by": "wikidata-api" }, { "id": "wikipedia-en", "title": "Wikipedia: Company secretary", "url": "https://en.wikipedia.org/wiki/Company_secretary", "url_status": "live", "what_it_supports": "general description of the item", "checked_by": "wikidata-api sitelink" } ], "structure": { "bundles": [ { "id": "office-and-applicability", "name": "Office and applicability", "description": "Establishes what company secretary means for the particular company and governing framework.", "rationale": "The title does not establish a universal requirement, legal status or set of duties.", "layers": [ { "id": "governing-framework", "name": "Governing framework", "description": "Connects the role to the company's legal form and applicable governance instruments.", "findings": [ { "id": "basis-for-the-office", "name": "Basis for the office", "description": "Record the evidence establishing whether the office is required or voluntarily constituted.", "questions": [ { "text": "Which jurisdiction, company form and governing instruments determine whether this company needs a secretary?", "kind": "boundary", "id": "basis-for-the-office-q01" }, { "text": "Which current provisions or company decisions establish the office and its designation?", "kind": "provenance", "id": "basis-for-the-office-q02" } ] } ] }, { "id": "role-boundaries", "name": "Role boundaries", "description": "Separates the office from neighbouring governance and administrative capacities.", "findings": [ { "id": "capacity-and-remit", "name": "Capacity and remit", "description": "Identify the secretary's remit separately from any director, adviser or administrative role held by the same party.", "questions": [ { "text": "Which responsibilities belong specifically to the company secretary mandate?", "kind": "definition", "id": "capacity-and-remit-q01" }, { "text": "When the holder also acts as a director, lawyer or executive, how is the capacity for each action distinguished?", "kind": "boundary", "id": "capacity-and-remit-q02" } ] } ] } ] }, { "id": "appointment-and-eligibility", "name": "Appointment and eligibility", "description": "Tracks who holds the office, on what basis and for which period.", "rationale": "Agents must distinguish a valid appointment from employment, service provision or an unsupported title.", "layers": [ { "id": "appointment-lifecycle", "name": "Appointment lifecycle", "description": "Covers appointment, effective tenure, changes and cessation.", "findings": [ { "id": "evidenced-tenure", "name": "Evidenced tenure", "description": "Establish the appointing authority, holder and effective dates using appointment evidence.", "questions": [ { "text": "What instrument records the appointment, who approved it and when did it take effect?", "kind": "provenance", "id": "evidenced-tenure-q01" }, { "text": "What steps and notifications apply to replacement, resignation, removal or a vacancy?", "kind": "action", "id": "evidenced-tenure-q02" } ] } ] }, { "id": "qualification-and-delivery", "name": "Qualification and delivery", "description": "Assesses holder eligibility and the relationship between the appointee and those delivering services.", "findings": [ { "id": "holder-suitability", "name": "Holder suitability", "description": "Record applicable eligibility criteria, supporting evidence and any outsourced delivery arrangement.", "questions": [ { "text": "Which qualification, membership, licensing, experience or disqualification criteria apply, and what evidence supports compliance?", "kind": "provenance", "id": "holder-suitability-q01" }, { "text": "Who is formally appointed, who performs the work and what restrictions apply to using a corporate or outsourced provider?", "kind": "boundary", "id": "holder-suitability-q02" } ] } ] } ] }, { "id": "board-and-shareholder-procedures", "name": "Board and shareholder procedures", "description": "Models the secretary's contribution to properly prepared, conducted and documented governance proceedings.", "rationale": "Meeting administration must be connected to the company's procedural rules and decision-making bodies.", "layers": [ { "id": "meeting-preparation", "name": "Meeting preparation", "description": "Covers the secretary's assigned responsibilities before board and shareholder proceedings.", "findings": [ { "id": "procedural-readiness", "name": "Procedural readiness", "description": "Identify the checks and approvals needed for notices, agendas, papers and participation.", "questions": [ { "text": "Which notice, agenda, paper circulation and participation checks is the secretary responsible for?", "kind": "definition", "id": "procedural-readiness-q01" }, { "text": "What should the secretary do when notice, quorum or voting eligibility requirements appear unmet?", "kind": "action", "id": "procedural-readiness-q02" } ] } ] }, { "id": "decision-documentation", "name": "Decision documentation", "description": "Connects proceedings and written resolutions to approved records and follow-up.", "findings": [ { "id": "minutes-and-resolution-status", "name": "Minutes and resolution status", "description": "Distinguish draft records, approved minutes, adopted resolutions and actions awaiting execution.", "questions": [ { "text": "What evidence distinguishes a proposed resolution, an adopted decision and approved minutes?", "kind": "provenance", "id": "minutes-and-resolution-status-q01" }, { "text": "Who approves or corrects the record, and how does the secretary track actions arising from the decision?", "kind": "action", "id": "minutes-and-resolution-status-q02" } ] } ] } ] }, { "id": "corporate-records-and-filings", "name": "Corporate records and filings", "description": "Defines the secretary's assigned stewardship of company records and external reporting processes.", "rationale": "Record custody, filing preparation, approval and accepted submission are distinct responsibilities and states.", "layers": [ { "id": "record-stewardship", "name": "Record stewardship", "description": "Identifies corporate records assigned to the role and their maintenance controls.", "findings": [ { "id": "assigned-registers-and-records", "name": "Assigned registers and records", "description": "Record which registers, governance documents and corporate change records the secretary maintains.", "questions": [ { "text": "Which company registers and governance records are assigned to the secretary, and where are their authoritative versions held?", "kind": "boundary", "id": "assigned-registers-and-records-q01" }, { "text": "What evidence and approvals are required to update, disclose, retain or dispose of those records?", "kind": "action", "id": "assigned-registers-and-records-q02" } ] } ] }, { "id": "filing-workflows", "name": "Filing workflows", "description": "Tracks obligations assigned to the secretary from trigger through submission and acceptance.", "findings": [ { "id": "filing-accountability-and-completion", "name": "Filing accountability and completion", "description": "Connect each assigned filing to its trigger, deadline, approval route and completion evidence.", "questions": [ { "text": "Which periodic or event-triggered filings are assigned to the secretary, and how are their deadlines determined?", "kind": "measurement", "id": "filing-accountability-and-completion-q01" }, { "text": "Who supplies, approves and submits the information, and what evidence establishes acceptance or the need for correction?", "kind": "provenance", "id": "filing-accountability-and-completion-q02" } ] } ] } ] }, { "id": "authority-and-governance-assurance", "name": "Authority and governance assurance", "description": "Establishes the limits and safeguards governing the secretary's actions and advice.", "rationale": "Access to governance information and responsibility for procedure require explicit authority, escalation and continuity arrangements.", "layers": [ { "id": "delegation-and-access", "name": "Delegation and access", "description": "Connects proposed acts and information access to evidenced permissions.", "findings": [ { "id": "authorised-secretarial-actions", "name": "Authorised secretarial actions", "description": "Identify powers and restrictions for signing, certifying, submitting and accessing company information.", "questions": [ { "text": "What instruments authorise the secretary to sign, certify or submit particular documents, and under what conditions?", "kind": "provenance", "id": "authorised-secretarial-actions-q01" }, { "text": "Which proposed actions require director approval, joint execution or another holder's authority?", "kind": "action", "id": "authorised-secretarial-actions-q02" } ] } ] }, { "id": "escalation-and-continuity", "name": "Escalation and continuity", "description": "Covers conflicts, procedural concerns and continuity when the holder cannot act.", "findings": [ { "id": "governance-concern-handling", "name": "Governance concern handling", "description": "Record reporting routes and handover arrangements for unresolved governance obligations.", "questions": [ { "text": "To whom can the secretary escalate suspected procedural defects, conflicting instructions or conflicts of interest?", "kind": "action", "id": "governance-concern-handling-q01" }, { "text": "How are pending filings, governance records, access permissions and unresolved concerns transferred during absence or cessation?", "kind": "action", "id": "governance-concern-handling-q02" } ] } ] } ] }, { "id": "evidence-and-external-alignment", "name": "Evidence and external alignment", "description": "What the world already says about this thing, gathered so the model can be checked against it.", "rationale": "A model that cannot be lined up against existing standards, identifiers and practice cannot be adopted by anyone who already uses them.", "layers": [ { "id": "reported-evidence", "name": "Reported evidence", "description": "Findings from the breadth pass, kept separate from the structural claims.", "findings": [ { "id": "evidence-confidence-notes", "name": "Check these first", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "This is a recall-based description; no sources were consulted.", "Verify current appointment thresholds, eligibility, residence requirements and personal liabilities separately for each jurisdiction.", "Professional membership, statutory eligibility to hold office and authority to provide services in public practice are distinct and should not be treated as interchangeable." ], "questions": [ { "id": "evidence-confidence-notes-q01", "text": "Which of these check these first hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-kinds", "name": "Kinds and varieties", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "Public-company secretary", "Private-company secretary", "In-house company secretary", "Outsourced company secretary", "Group company secretary" ], "questions": [ { "id": "evidence-kinds-q01", "text": "Which of these kinds and varieties hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-standards-and-regulation", "name": "Standards and regulation", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "United Kingdom: Companies Act 2006, enacted by the UK Parliament, governs company-secretary requirements, including qualifications for public-company secretaries.", "India: Companies Act 2013, enacted by the Parliament of India, provides for company secretaries within the corporate governance framework.", "India: Company Secretaries Act 1980, enacted by the Parliament of India, regulates the profession through the Institute of Company Secretaries of India.", "Hong Kong: Companies Ordinance, enacted by the Legislative Council, establishes company-secretary requirements.", "Australia: Corporations Act 2001, enacted by the Commonwealth Parliament, establishes company-secretary requirements and obligations." ], "questions": [ { "id": "evidence-standards-and-regulation-q01", "text": "Which of these standards and regulation hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-real-world-use", "name": "Real-world use", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "Organising board and shareholder meetings, preparing agendas and maintaining minutes.", "Maintaining statutory registers and coordinating required corporate filings.", "Advising directors on governance procedures and applicable corporate obligations.", "Coordinating shareholder communications and administration of corporate decisions.", "Supporting board induction, governance reviews and communication between directors and management." ], "questions": [ { "id": "evidence-real-world-use-q01", "text": "Which of these real-world use hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-failure-modes-and-hazards", "name": "Failure modes and hazards", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "Missed or inaccurate statutory filings can expose the company and responsible officers to penalties.", "Defective meeting notices, resolutions or records can create disputes about the validity of corporate decisions.", "Inaccurate statutory registers can obscure ownership, appointments or other legally significant facts.", "Disclosure of confidential board information can harm the company and breach duties.", "Unclear allocation of responsibilities can leave compliance tasks unattended or undermine independent governance advice." ], "questions": [ { "id": "evidence-failure-modes-and-hazards-q01", "text": "Which of these failure modes and hazards hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-regional-variation", "name": "Regional variation", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ "In the United Kingdom, public companies must have a secretary, while private companies generally need not; public-company secretaries are subject to qualification requirements.", "In India, company secretary is a regulated profession associated with the Institute of Company Secretaries of India; appointment obligations depend on the company's applicable category.", "In Hong Kong, company-secretary rules include local residence or corporate-presence requirements and restrictions on a sole director also serving as secretary." ], "questions": [ { "id": "evidence-regional-variation-q01", "text": "Which of these regional variation hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] }, { "id": "evidence-neighbours", "name": "Neighbouring kinds and how to tell them apart", "description": "Recalled without web access and unsourced; every item is a lead to verify.", "evidence": [ { "name": "Company director", "difference": "A director participates in the company's governing board; appointment as company secretary does not itself confer a board seat." }, { "name": "Administrative secretary", "difference": "Administrative secretarial work centres on office support; the company-secretary role carries specialised corporate governance and statutory administration responsibilities." }, { "name": "General counsel", "difference": "General counsel leads legal advice and legal-risk management; a company secretary focuses on governance processes and corporate administration, although one person may hold both roles." }, { "name": "Corporate secretary", "difference": "This is commonly an alternative title for substantially the same role; local usage and law determine whether any distinction applies." }, { "name": "Company-secretary officeholder", "difference": "The officeholder is the particular person or permitted legal entity appointed; the role is the set of responsibilities that persists across appointments." } ], "questions": [ { "id": "evidence-neighbours-q01", "text": "Which of these neighbouring kinds and how to tell them apart hold for the sense of company secretary this model covers, and on what evidence?", "kind": "provenance" } ] } ] } ] } ] }, "openQuestions": [ "Which jurisdictions and company forms must the first researched version cover, including differences in whether the office is required?", "Which eligibility rules, professional qualifications or licensing requirements apply in each selected jurisdiction, and are corporate appointees permitted?", "Which duties and liabilities attach directly to the office, and which arise only from delegation, contract or another capacity?", "Which ISCO, SOC or ESCO classifications accurately describe company secretary roles without conflating them with general administrative secretaries?", "How should joint, deputy, outsourced and group company secretary arrangements be represented while preserving each company's separate appointment and authority?" ], "statistics": { "bundles": 6, "layers": 11, "findings": 17, "questions": 27 } }