In Australia and New Zealand, the role of the secretary is often interpreted in a much broader sense than it is in other countries.
The company secretary, as the case elsewhere, has the responsibility of acting as an advisor to the board on governance and compliance. This first part of the role has grown in importance since the financial crisis of 2008-2019.
“The company secretary can be considered as the chief governance expert in an organization, and it is a role which is increasingly committed to the development of good governance. This is a more proactive role than previous times, ” explains the Australian Institute of Company Directors.
But, as the New Zealand Shareholders Association points out in a note: “In recent years, it has become common sense for the senior financial manager to become an integral part of the management team. In these circumstances they often take on the additional title of Chief Financial Officer, responsible for reporting.
The Company Secretary Double Role
Can the company secretary wear two hats? One governance expert sees the double role as an advantage for both the board and management:
“Many double-hatted company secretaries are those who have the combined role of great advantages. The combination of the management / governance role ensures that various people in the business come to the company’s secretary with their problems, which can then be solved by their knowledge of what’s going on in other teams within the organization. From their vantage point, the company secretary has the opportunity to break down the silos within their organization and join the dots between the flow of information to the best decision-making environment. “
From the board’s perspective, the company secretary provides important input from a unique perspective. “The role itself is directly accountable to the board and may be subject to legal duties equivalent to those of directors and officers of the company”. Therefore, a company secretary has the opportunity to add context to and discuss the impact of the policy says.
This double-hatted role means “good communication and absolute accuracy are qualities integral to the company’s secretary’s success”. “Nothing should stand in the way of the Company’s Secretary’s ability to provide sound,” warns the New Zealand Shareholders Association. The company always has a direct line of communication with the Chairman, without reference to the CEO. “The board depends on the objective assessments and good information that comes from the company’s secretary, the Association insists.
With these diverse and complex responsibilities, the company secretary needs solid technology. This supports access to information needed in real time and to communicate with board members and management in a secure way.
1. Secure messaging tools
A company secretary has been set up to use a tool that enables both rapid and secure communication. Too many boards still rely on email or social media to share sensitive information. This is dangerous, as the cost of a leak is approximately US $ 3 million, on average.
A secure messaging tool ensures that private individuals, stays private. This secure board communication tool should be adapted to any industry or sector. It should be help board members, the board chairman, management and external experts to communicate with the company secretary from any place, at any time, with the assurance that the communications are safe.
It should therefore be easy to use, with an interface like that of a smartphone or a popular messaging app like the ones that directors already use. By moving confidential board communications out of personal and corporate email systems, the company can be sure that there is an easy way to communicate with the right people at the right time.
2. Board Meeting Minutes Software
Taking the board meeting minutes is a critical part of the company’s secretary’s job. Providing accurate minutes is a legally mandated responsibility, as it is the record of the meetings that will be consulted in court should the situation arise. So, it is unfortunate to undertake the boardroom minutes manually, in a process that is usually insecure. Board meeting minutes software should be seamlessly integrated into board management software.
Meeting dates, lists of attendees and meeting topics may be added to the minutes document automatically. Action items can be added with just a few clicks, and assigned and monitored during or after the meeting. When the minutes are completed, they can be read in your next meeting book for discussion and approval by your board of directors.
3. Board Management Software
Board management software should be the driver behind the organization’s governance.
It should enable them to manage their most sensitive board materials, collaborate anywhere they go, and participate in voting and resolutions quickly and easily. With a library of the requisite documents and materials stored in the collaboration software, running the board’s activities becomes a straightforward matter of a few clicks. Company secretaries can easily manage agendas, annotations, documents, board meetings, create minutes quickly and securely. Directors can access real-time updates to board materials anywhere on their phone, tablets, computers or even offline.
The board management software should be easy to use, available on any device board members, and directors should be able to complete a questionnaire, ask questions, place votes, view board meeting minutes and more at any time of the day, anywhere in the world – with or without Wi-Fi.
It should be resolved by the highest quality of support.
Every aspect of board collaboration should be enabled and made easy. Directors should be ready to annotate documents, manage notes or comments, and make real-time changes in all materials – these changes should be disseminated automatically to all users.
A voting application should make it possible for the board to accelerate decision-making by voting on a resolution at any time. The application should make the voting process detailed and effective, and should therefore provide tracking of results.
Online discussions should be facilitated by the provision of virtual meeting rooms, so that directors have a dedicated secure space in which to talk, debate and take decisions.
4. Board Assessment Tools
As the governance expert, the company secretary must work with the chairman to manage board evaluations.
The composition of the board should be first, and then its overall performance, along with its culture and finally the individual board members. Does your board culture and composition need adjustment? Are the necessary governance best practices? Board assessment tools help your organization answer these questions by providing the right data.
It’s a convenient alternative to cumbersome spreadsheets and off-the-shelf surveys, and it enables the board to do the work itself, making it more cost-effective than working with external consultants.
One of the most feasible aspects of a board evaluation Board assessment tools facilitating this process, and in this way, avoids the unnecessary arguments and infighting that often results from it.
5. Conflict of Interest Forms
Evaluating a potential conflict of interest can be a minefield for any board, and its company secretary. Digital conflict-of-interest forms move director and officer reporting online, eliminating the time-consuming and resource-intensive process of assembling binders, mailing information and waiting for the return of signed packets.
Conflict-of-interest forms can be managed in real time. Thanks to its easily customizable features, the module enables directors to reply to questions without delay. This therefore makes the processing of results rapid, and is available online in real time, but only accessible to those with the right to share. Company Secretaries can save time, reduce errors and deliver a streamlined process.
Diligent’s Governance Cloud Leads Boards to Good Governance
Diligent Governance Cloud is the most highly evolved board portal available. The Governance Cloud, the only integrated enterprise governance management system, is an organization that seeks to achieve best-in-class governance, is an ecosystem of software tools. Stringent, the scope of governance evolves. The Governance Cloud allows boards of directors to meet the demands in the boardroom and beyond with the ability to select the products they need.
Leading Diligent Platform for the most secure and intuitive solution management software. Diligent Boards ™ electronically stores a board’s agendas, documents, annotations and discussions on a secure board portal.
Company secretaries and board chairs can use the portal to book books in minutes. The portal has been designated virtual rooms for committee work. Administrators of the portal can designate permissions for users to access various areas of the portal. The “Meetings Meetings” feature consolidates board directors’ contacts, calendars and the logistics of meetings. The program is a secure and intuitive solution for managing board materials and collaboration.
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