10 responsibilities of the corporate secretary in the boardroom
A corporate secretary in the boardroom is one of the board's most important resources. Under state corporation laws, every public company must have a corporate secretary, and the individual who fills this role is a valuable member of the executive management team.
“We are part of ensuring the corporate governance within the company is smooth, and shareholders are informed at the right level,” says Kavitha Pakala, deputy company secretary at Inghams Enterprises Pty Limited.
As such, the corporate secretary’s role has expanded over time to include many administrative and managerial duties underpinning corporate governance. Under the corporate secretary’s guidance, good governance protects companies against class-action lawsuits over securities disclosures and helps navigate Securities and Exchange Commission (SEC) enforcement initiatives.
By committing to good governance — and an effective corporate secretary — companies demonstrate that they're invested in productivity, enhancing public relations and getting more involved in their communities. Here, we’ll explain how the corporate secretary keeps the wheels of governance turning, including:
- What a corporate secretary is
- The most important responsibilities of the corporate secretary
- Tools to help secretaries set the tone for good governance
What is a corporate secretary?
A corporate secretary is a senior leader with critical governance and administrative responsibilities. This position keeps information flowing to and from the board and ensures all board activities comply with legal and regulatory requirements. As such, the corporate secretary is often the gatekeeper of good governance.
Effective corporate secretaries are important because they:
- Bolser board effectiveness: A corporate secretary facilitates the board’s day-to-day activities and long-term planning, including organizing board meetings and preparing agendas. The more effectively the secretary completes these responsibilities, the more strategic the board can be.
- Avoid penalties for noncompliance: Board activities are highly regulated, and the corporate secretary’s job is to ensure all conduct complies with regulatory requirements. This protects the company from fees, fines and reputational damage that can come with noncompliance.
- Foster stakeholder relationships: The corporate secretary is the board’s primary record-keeper and, as such, is critical to maintaining transparency with shareholders and other stakeholders. Doing so is integral to the company’s success.
- Cultivate alignment with strategic objectives: Corporate secretaries give the company’s mission, values and legal obligations a voice, helping the board to align with them. This, in turn, supports sustainable growth toward the company’s long-term goals.
10 important responsibilities of the corporate secretary
The role of the corporate secretary has evolved over time. As a result, the 10 most important responsibilities of the corporate secretary have also evolved, and they're very different today than they were even 10 years ago. Here’s a look at what the responsibilities of a corporate secretary look like today:
1. Ensuring that the board has the resources to fulfill its fiduciary duties to a company’s shareholders.
Today’s corporate secretary is the main 'go-to' person whenever a board director, executive or committee needs guidance, advice or resources related to fiduciary duties. These duties refer to the obligations board members have to act legally, ethically and in the best interest of shareholders. Fulfilling that duty depends on accurate resources and information — both of which the corporate secretary provides
“We are really the backbone of running decision-making and the integrity,” says Pakala.
Corporate secretaries gather and disseminate relevant information to the board at the right time, including financial reports, regulatory updates and more. They’re also in charge of record-keeping, another invaluable tool for keeping boards informed. Board members can also turn to corporate secretaries for ongoing education about the industry and regulatory landscape through training sessions and workshops.
If the corporate secretary doesn’t have the answer, it’s their responsibility to find it, including by seeking external advisors or consultants, leveraging board committees or working with other leaders, like the general counsel.
2. Preparing minutes of board actions during board and committee meetings to reflect the board’s proper discharge of its fiduciary duties.
The corporate secretary plays a key role in setting the agenda, writing meeting minutes, getting them approved, and engaging in pre-meeting planning. Minutes become an official record of the board’s action, meaning that the secretary actually creates evidence that the board has properly fulfilled its fiduciary duties.
This responsibility spans before, during and after board meetings. Corporate secretaries set the agenda in collaboration with the board and committee chairs, prepare for each meeting by collecting and distributing key documents and reports, and take detailed notes on the discussions and decisions that arise during the meeting.
Corporate secretaries must then review the minutes and seek final approval before storing them as part of the corporate record. This documentation should reinforce the integrity of the board and the governance process.
3. Serving as a key consultant to the board of directors and the executive management team.
The corporate secretary has evolved into a senior corporate officer who advises the board on key corporate governance issues. This evolution reflects the board’s and executive’s growing emphasis on corporate governance as regulatory scrutiny and shareholder expectations have grown.
The corporate secretary is the leading authority regarding designing and maintaining a sustainable governance framework. They develop the policies, refine them as regulations evolve and enforce best practices in board oversight.
In addition, the corporate secretary serves as a key executive management team member in implementing and supporting the governance framework. They will ensure governance policies and processes align with the organization’s long-term goals and monitor the effectiveness of the framework over time.
4. Ensuring the company’s corporate governance framework is properly designed, implemented and maintained.
The governance framework encompasses the board and its committees. Committees usually include the audit, finance, compensation, risk management and governance committees. As governance experts, corporate secretaries advise on matters like the composition and performance of committees and the board as a whole.
They may recommend board appointments, facilitate board evaluations and identify the skills and expertise the board needs to be effective. Each committee must also comply with legal and regulatory requirements, and the corporate secretary will ensure they do. This includes planning and overseeing committee meetings in much the same way they manage board meetings.
5. The corporate secretary is responsible for legal entity governance management.
All board directors are directly responsible for managing legal entity governance. The corporate secretary oversees this area, including ensuring that all board directors operate according to the provisions of the company’s Articles of Incorporation, bylaws, charters and other founding documents.
For companies that have subsidiaries, the corporate secretary also serves the subsidiaries, joint ventures and other entities.
“Being able to visualize where each company sits in relation to the rest of the group and see the group in its entirety is invaluable,” says John Mills, group company secretary at Anglo American.
As a result, many corporate secretaries also spearhead the board’s entity management process, including selecting and managing an effective governance platform.
6. Serving as the liaison for third-party corporate governance service providers.
Corporate secretaries have extensive responsibilities, many of which they can’t do alone. Modern secretaries have turned to software and engaged the board in a broader digital transformation.
“We rely on software providers or some kind of automation because regulations are deep and enormous,” says Pakala. “Having a Diligent portal helps us in navigating the right decision-making.”
While entity management software is prominent in the boardroom, Paul Marcela lists other types of service providers corporate secretaries may engage as:
- Agenda management and Board reporting solutions
- Board portal providers
- Legal entity management system providers
- Non-U.S. subsidiary management firms
- Registered agents
- Stock transfer agents
- Director education resources
- Annual meeting service providers
- Shareholder identification services
- Abandoned property compliance services
- Director recruiter and related services
7. Corporate secretaries are responsible for the company’s governance program and process development and enhancement.
So many changes are happening rapidly in the highly regulated marketplace; companies must ensure their governance programs keep pace with them. Corporate secretaries lead this charge, developing, maintaining and enhancing governance programs so they remain responsive to market changes, regulatory shifts and best practices. Doing so is particularly essential during turbulent periods.
“With COVID-19 working from home requirements, it was really impressive to see how our corporate secretary group was able to operate remotely and keep the ship running,” says Ben Backberg, senior corporate counsel and assistant corporate secretary at General Mills.
In that way, corporate secretaries become foundational to ethical and compliant company operations. How effectively the corporate secretary assesses, develops and refines governance mechanisms is directly tied to the company’s and the board’s overall effectiveness.
The best corporate secretaries balance the demands of regulatory bodies and shareholders with the company's unique organizational needs; their involvement ensures that the processes are practical and effective in supporting long-term growth.
8. The corporate secretary is responsible for board director training and development.
While board directors bring a certain degree of expertise to the board, they often need training and development in corporate governance, finance, cybersecurity or various other areas. Corporate secretaries are the lead people who administer board evaluations, conduct corporate governance audits, help resolve succession planning issues and assist directors with education, training and orientation programs.
If gaps arise in the board’s knowledge or expertise, the corporate secretary should be the first to identify and mitigate them. Likewise, secretaries should proactively audit board governance to align with best practices and regulatory requirements. In either case, the corporate secretary is responsible for planning training and orientation so all board members have the information they need to be effective.
9. Corporate secretaries are integral in collaborating with the executive team.
The corporate secretary is the primary person who sets the board meeting agendas and, as such, requires them to liaise with both the board and executives. They must collaborate with the board and the executive team to identify and prioritize discussion items for the board and committees. This responsibility extends to assisting executives with producing annual reports, sending financial press releases and reviewing insurance policies.
Effective corporate secretaries will lay the groundwork for more productive meetings that comply with governance practices. Working with executives and the board gives corporate secretaries a clear vantage point on priority discussion items, whether financial performance, risk management or more. Secretaries are also influential beyond meetings.
Working with the CFO and other leaders to prepare annual reports, coordinate financial press releases, collaborate on risk management and ensure compliance with insurance policies are all in the secretary’s wheelhouse. In essence, they are the conduit through which all critical information flows.
10. Corporate secretaries are the keepers and point people for all corporate documents.
In many situations, another party needs access to documents related to a sale, acquisition or divestiture to complete the due diligence process. External auditors, lenders or regulatory bodies often request corporate documents. Corporate secretaries, leveraging board management technology, are the keeper of all these records.
“[Diligent Messenger] helps ensure important messages don’t get lost, and it provides us with another layer of protection knowing communications are being made on the securest platform available,” Backberg says. Due diligence for transactions requires having a corporate secretary who practices good corporate governance and has good internal controls because many transactions require authorization or signature authority.
Companies preparing for their initial public offering (IPO) also rely heavily on the corporate secretary to gather all necessary documents and comply with the SEC and stock exchange listing requirements to implement the IPO.
Embracing modern governance practices by embedding the corporate secretary
Modern companies have countless corporate governance responsibilities. Boards are pulled between regulatory scrutiny, shareholder demands and strategic goals. Corporate secretaries are the best asset boards have to stay on track without letting critical governance issues fall by the wayside.
While corporate secretaries can put their best foot forward with a Diligent Corporation board management software system, part of being an effective secretary is knowing the strategies and tools it takes to keep the company on a profitable course.
Download our free checklist to learn the exact steps secretaries can take to propel their companies’ governance practices to the next level and other digital software solutions for corporate boards.
