BOARDROOM BEST PRACTICES

Charity Sector: The Role of the Company Secretary

Charity Company Secretaries play a key role in strategy and support for trustees. They must take on challenges that far exceed those of private company secretaries, in support for trustees’ fiduciary duties and in compliance. Here are some key areas to focus on to succeed as a Charity Secretary.

Charity Secretary: Key figure in good governance

There are over 180,000 charities in the UK, with a combined annual income of £72 billion (US$97.2 billion), according to the UK Government Charity Commission. While the sector is growing, it has been plagued by a series of cases involving the collapse of charities amid claims of financial mismanagement and poor oversight, according to a survey by consultancy firm Alder and online magazine Third Sector. Karl Wilding, director of public policy and volunteering at the National Council for Voluntary Organisations, notes: “Charity trustees are more aware than ever that good organisations need good governance.” The key figure in a UK charity or non-profit is the Charity Secretary, as Know-how explains in a report by the UK National Council for Voluntary Organisations.

The other trustees depend on the Charity Secretary to assure compliance. The Charity Secretary will have a good understanding of charity law and company law, along with a solid grounding in other relevant legislation, such as employment law, health and safety law, etc. They understand the basic principles and are able to identify potential areas of contention and to seek further advice when necessary.

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Role of the Charity Secretary

The Charity Secretary’s overall role includes secretarial duties such as organising board meetings, taking the minutes, managing correspondence, managing updates and background information required by the board of trustees, keeping records of membership, and other similar administrative responsibilities.

Given that charities are routinely understaffed, and that the responsibility of the Charity Secretary is to make sure that the organisation runs properly and within compliance, being a Charity Secretary is a very important job! The trustees must rely on the Charity Secretary for help in ways that go beyond the duties of a private company secretary.

Five Tips for Charity Secretaries

1. Understand the operational strategy for the charity

A charity is quite different from a for-profit business, so even if the Charity Secretary is well-versed in management, getting to grips with the charity’s strategy may pose unfamiliar challenges.

How can the Charity Secretary help to link strategy to performance, to maximise impact and to get full value from the charity’s activities, both for beneficiaries and for the charity’s management?

Says Juliet Bouverie, Director of Corporate Development at Macmillan Cancer Support: “My reflection on strategy is that it is very much an evolving process. I always worry when I see a printed glossy five-year document because of my concerns that it sits on a shelf and doesn’t remain ‘fresh’. Actually, strategies and plans need to be agile, responsive, able to adapt to changing circumstances because unplanned things happen.” The Charity Secretary should drive that agenda.

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2. Be an impartial communicator

The secretary of the corporation is an active conduit for communication between the board, management and external stakeholders, as the NEO Law Group explains. There will inevitably be disputes among all of these parties, and the Charity Secretary has the difficult role of maintaining the discussions without allowing them to devolve into bitter arguments. Rather, the secretary should mediate among all of these parties, and try to help them to find common ground. Because Charity Secretaries must have a profound knowledge – both of the company itself, and of related events and trends – they can often provide details that will help settle disputes

3. Support the board in fulfilling their fiduciary duties

In the UK, the trustees of a charity must work to fulfill the charity’s mandate as set down in the organisation’s governing document, as the Charity Commission indicates. “This means that trustees must plan what the charity will do, and what it should achieve; understand how the charity provides benefit to its beneficiaries in carrying out its purposes.”

The Charity Secretary must share this understanding, and work to keep the trustees on track. This can be difficult when new trustees arrive – the Charity Secretary should have onboarding materials ready and arrange conferences with other board members to get the new trustees on the same page.

4. Manage productive board meetings

Make plans for board meetings well in advance, and have them approved by all trustees. Make sure that materials needed for board meetings are up-to-date, and ensure that the programme of meetings allows for directors’ discussion – both formal and informal. Discuss important matters with the directors in advance of the board meeting so that, during the meeting itself, they can concentrate on making decisions.

Make sure that the relevant governance guidance is available to board members for meetings. Provide trustees with any additional information necessary to facilitate decision-making, including informing them of their powers and duties under the terms of the governing document.

5. Take the minutes carefully

Minutes that carefully reflect board meetings are a legal obligation in the UK. The Charity Secretary should take care to include all relevant material, and especially all decisions, as well as a clear list of votes in each case. An electronic board portal makes taking the minutes easy and secure.

Diligent Minutes – The tools to support Charity Secretaries

Diligent Minutes is a critical component of Governance Cloud, Diligent’s ecosystem of integrated digitised tools that allows for end-to-end governance management. Minute-taking is mandatory for board meetings, but the process is usually manual, insecure or both. Diligent Minutes is a board meeting minute-taking and action item management solution built directly into the Diligent Board Administrator Client.

Diligent Minutes provides a tailored solution that effectively uses the data already in Diligent Boards™ to make minute-taking easier than ever. Meeting dates, lists of attendees and meeting topics are 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 pulled right into your next Diligent Boards meeting book for discussion and approval by your board of directors.

Diligent Boards moves all of the agendas, documents, annotations and discussions of board meetings online into one intuitive, secure portal. And it goes beyond digital board books to manage the full scope of a board’s moving parts – committees, contacts, voting, reporting and more.

Administrators will find much to love as well. Charged with a mission to build the best board meeting software, Diligent created a solution with ease and effectiveness at its core, enabling:

  • Drag-and-drop book building
  • Consolidated management of contacts, calendars and meeting logistics
  • Questionnaires with analysis tools that adapt easily to reporting needs
  • Permissions for data access that can be customised down to the document user level
  • Remote locking if a device has been lost or compromised

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