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Published 19 July 2022 | 4 min read
The role of Board Secretary in 2022 holds importance for organisations with Boards in place. Boards need to be aware that their meeting minutes need to be legal, discoverable documents and having an experienced Board Secretary undertaking this role means that minutes are a true record of what was agreed and any ensuing actions. They ensure that meetings are effectively organised, maintain effective records and administration and handle all communication and correspondence. They often act as an information and reference point for the Chair and other members, clarifying past actions and retrieving relevant documentation.
For these reasons, we at EQ Consultants are finding that many companies are moving away from having an in-house employee take the minutes and are using professional Board Secretaries in a contract capacity. Having someone who is independent of management is important, particularly when you want to - or need to - have challenging management-related discussions and decisions.
The following article by Adam Wire outlines Board Secretary responsibilities in a broad sense. While much of the article also veers from Board Secretary to Company Secretary responsibilities, with the latter’s more wide-ranging accountabilities, it still gives an overall view of the range of tasks of the position:
‘Corporate board secretaries serve vital functions, from official record keeper to board advisor. Let’s look at corporate secretary duties.
The role of corporate board secretary has evolved greatly over the past two decades, spurred by increased scrutiny of corporate practices following the 2008 financial crisis and a series of accounting scandals around the turn of the century by companies such as Enron and WorldCom.
As a result, corporate board secretaries of today serve an array of vital functions, ranging from official record keeper to board advisor. All corporations are required to appoint a corporate secretary per state incorporation laws, yet specific corporate secretary duties vary from one organization to the next. The corporate board secretary serves as an officer for the broader organization, its leadership, and more.
This article discusses the role of corporate board secretaries, how their duties have changed over time, and some of their most common — and most critical — responsibilities.
What Is a Corporate Secretary?
The corporate secretary serves as a key officer of a corporation and its board. Other possible names for a corporate secretary may include board secretary, corporate board secretary, company secretary, chief governance officer, or chief administrative officer. Specific responsibilities of a corporate secretary can vary by organization and industry, and typically are spelled out in the board bylaws.
In general, the board secretary role and responsibilities centre on ensuring the organization remains in compliance with all state and federal laws and mandates and serves as the official record keeper and advisor to aid board directors in fulfilling their fiduciary duties.
The Traditional Role of a Corporate Secretary
Historically, the role of corporate secretary was similar to that of an unsung administrative assistant. The position carried little, if any, authority. Board secretary duties were mostly clerical in nature, serving a support function to the board chair, CEO, or executive director.
The roles of a secretary in a company were limited to things such as managing records, coordinating schedules, organizing meetings and events, and other primarily office-based duties. While some of those functions still fall under the corporate secretary, it has largely shifted from a support role to a senior leadership position that’s responsible for board management, corporate governance and compliance, and other strategic duties.
How the Role Has Changed Today — What Does a Corporate Secretary Do?
The responsibilities of a corporate secretary are multifaceted. They wear numerous hats and hold many critical responsibilities. Among other things, they must be highly detail-oriented, organized, and knowledgeable about corporate laws and compliance mandates.
The duties of a company secretary vary based on the industry and the needs of the corporation. Some of the most common corporate secretary responsibilities include:
Record keeper: Records and securely distributes all board and committee meeting minutes (sometimes with the help of a staff member), coordinates their review and approval, and ensures their accuracy as the official record of board discussions, votes, and actions. Also maintains important board, corporate, and stockholder records and documents, such as business licenses, stock issues, proxy statements, and disclosure filings in accordance with state and federal laws.
Meeting/event planner: Plans and manages board of director, committee, and shareholder meetings. This includes working with company leaders and staff to develop and distribute meeting agendas and supplemental materials (i.e., board books), and arranging all logistical details, such as scheduling, invitations, locations, lodgings, speakers, food, and travel.
Corporate advisor: Serves as the resident expert, advising executives and board directors on a broad range of best-practice corporate governance and compliance issues. Examples of such issues include designated director roles and responsibilities, appropriate governance practices, voting processes, subsidiary management, and legal compliance requirements. Board secretary responsibilities also can include facilitating board evaluations, managing succession planning, and serving as a liaison to shareholders and corporate contractors.
Trainer: Leads or organizes orientation and training for new directors, and development programs for existing directors to keep them informed on current governance issues such as cybersecurity or evolving regulatory mandates.
Compliance officer: Manages federal and state compliance reporting and governance requirements for the corporation. This may include ensuring the board and committees follow proper governance procedures in accordance with the board bylaws and other legal requirements, keeping up-to-date on all mandated disclosures, and coordinating with regulators, auditors, and others on corporate reviews.
What Are the Qualifications to Be a Corporate Secretary?
Given the many company secretary duties and their overall importance to corporations, individuals seeking company secretary roles must possess a variety of skills and attributes:
- Highly detail-oriented
- Extremely organized
- Efficient multitasker
- Effective communicator (oral and written)
- Skilled moderator
- Resourceful problem-solver
- Strong relationship-builder
- Process and deadline-oriented
- Steadfast and reliable
The Bottom Line on Corporate Secretaries
Corporate secretaries hold an invaluable role within companies, responsible for an array of important functions. They serve as the axis that keeps organizations, board directors, and executives on track and in compliance with all regulatory and statutory requirements.’
EQ Consultants have an excellent database of Board Secretaries with a wide range of backgrounds and experience. If this is a move that you’ve been considering for your Board, please contact Jenny on 021 233 5118 and she will be very happy to assist.
Click here to read the article by Adam Wire.