BOARDROOM BEST PRACTICES

The Role of the Company Secretary and Board Meetings

The role of the company secretary is to act as the chief advisor on corporate governance to the board, so the role of the Company Secretary at board meetings goes well beyond administrative operations & taking the board minutes.

What is the Role of the Company Secretary?

In the UK, the role of the company secretary is to act as the chief advisor on corporate governance to the board, so the role of the company secretary at board meetings goes well beyond administrative operations and taking the board minutes.

The Company Secretary is the guardian of governance for the organisation, and, as such, acts as its ‘conscience’. The role of the company secretary is undergoing gradual change to its traditional model, and the company secretary of the future at UK companies has become that of governance expert, a reliable adviser to the board, as well as one who keeps it going efficiently and securely.

Duties of the Company Secretary and Preparing the Meeting

“It’s like corralling the cats.” That’s how one former UK company secretary describes managing a board meeting. He points out that tact and sensitivity are key to a company secretary’s success in this aspect of the job. That’s because it involves dealing with directors, the chair and top management – all of these must be brought together in a civil discussion so that decisions can be made.

Preparing the focus of the board meeting is a collaboration between the company secretary and the chair. While the chair will run the board meeting, the company secretary may advise the board on governance issues that derive from the meeting focus, or enter into debates with a corporate governance perspective.

It is the company secretaries duty to oversees the process of structuring board meetings, helping to determine the focus and purpose of those meetings. In this, the company secretary works closely with the chair to ensure that the most critical and timely issues are under discussion at the meeting. A board meeting has to cover a lot of ground; it would be difficult to achieve all that is necessary in an unstructured, informal chat.

Any compliance requirements that must be addressed at the time of the meeting will be added to the agenda by the company secretary, who will also include any new legal or regulatory changes of which the board should be made aware.

It then falls to the company secretary to discuss the meeting focus with all the other board members, and to take into consideration their ideas while preparing the final agenda. This document will then be shared among all the board members for any further updates or issues, as well as with the administrator, who will manage the practical details, see that the necessary equipment is made available, etc.

The company secretary should also ensure that board members have all the materials they need for preparation for this specific meeting, including, of course, board papers, but also other types of background.

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Company Secretary Helps Manage the Board Meeting

The chair conducts the meeting, and the company secretary helps in various ways to manage it.

“As a company secretary, I represent the interests of the company, its management and its investors,” as the former company secretary cited above explains. This means that the company secretary must be prepared to intervene in board discussions when some aspect of these interests seems to be neglected or ignored.

To do this requires emotional intelligence and attention to detail — a company secretary who is too intrusive or who hasn’t made the necessary preparation will soon find that directors have little patience for his/her interventions.

The company secretary must see that all matters needing to be discussed are discussed, and that enough time is allowed to reach each decision with the appropriate level of concentration. The company secretary should also intervene with background points should they be ignored or neglected.

With all this, the company secretary must take notes to prepare the board meeting minutes expertly. Minutes that carefully reflect board meetings are a legal obligation in the UK. The company 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.

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Company Secretary Must Finalise the Board Meeting

When the meeting is over, the company secretary should discuss with individual board members any issues that still need to be resolved, and possibly consider them for the agenda of the next meeting. If necessary or desirable, it is useful to arrange informal discussion in between board meetings so that ongoing issues can be moved forward. It may also be necessary to arrange discussions between board members and management, or board members and external advisors.

Then it will be time to write up the board minutes – it’s best to do this as soon as possible after the meetings so that all the details are fresh in mind. Then the draft minutes should be shared with the chair for approval, and the chair’s signature should be obtained for the approved board minutes from the previous meeting.

Often, at board meetings, there are action points decided which are the responsibility of a specific board member, a committee chair or management. The company secretary is responsible for following up on these, sending reminders when necessary and putting the outcomes up for discussion at the next meeting.

All of the company secretary’s tasks can be facilitated by with Modern Governance tools included in high-quality company secretarial software: from taking the minutes to arranging meetings with board members, to storing relevant documents and data. You can read more about company secretarial software and the benefits here.

Diligent is the Only Modern Governance Solution

The suite of tools included in Diligent Governance Cloud includes minutes-taking software that does the heavy lifting for a company secretary. But there is much more.

With Diligent, boards can gain a competitive edge to improve governance by having the right information, analytics and insights to spot risks, act on opportunities and turn insights into action.

Good governance isn’t just one thing – so why buy software that only manages your board documents? At Diligent, we empower leading organisations around the world to turn good governance into a competitive advantage for their business. In the ever-changing landscape of the world, governance hasn’t kept up with the fast pace of business. Quarterly board meetings, paper board books and not using secure communication tools for sensitive data have opened up numerous companies to risk.

Today, threats come fast and furious, from a hacker attack in Belarus to breaking news about boardroom malfeasance. Issues, events and calls for regulation arise in the blink of an eye. In this environment, opportunities won’t wait. Modern governance tools are built to support leaders in making smarter decisions, making them faster to function in this changing landscape.

 WANT TO LEARN MORE?

Learn how Diligent’s modern governance solution can empower today’s board members and company secretaries to achieve key outcomes. Request a demo today

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