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 center 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.
Is a Corporation Required to Have a Corporate Secretary?
Corporations generally are required to appoint a corporate secretary, but there is some variation depending on the laws of specific countries or jurisdictions. For example, all U.S.-based corporations must have a corporate secretary, regardless of whether they are publicly or privately held. In the United Kingdom, however, public corporations are required to have a corporate secretary but there is no such mandate for private corporations.
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.
The role of corporate secretary has evolved into a senior position and requires an individual with extensive knowledge of corporate law, disclosure requirements, and governance best practices. In addition to having a broad knowledge base, corporate secretaries must stay attuned to evolving laws and regulatory requirements to ensure the company remains in compliance. They also must feel comfortable providing guidance and serving as a go-to resource for executives and board directors.
For these reasons, many corporate secretaries are attorneys, business professionals with governance expertise, or experienced board directors. Some characteristics of a successful corporate secretary include:
- 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
What Are the Tools of a Modern Corporate Secretary?
With so many vital responsibilities falling on their shoulders, corporate secretaries need tools to help them perform their duties effectively and efficiently. They shouldn’t have to rely on slow, subpar software systems or outdated, manual processes. Having secure, easy-to-use, and robust board management software is essential.
OnBoard, for example, offers a variety of functions that can help corporate secretaries streamline their board management responsibilities, such as:
- Minutes Builder: Build board and committee meeting minutes within the portal. Take notes, create tasks, track attendance, and mark motions in real time as the meeting progresses.
- Voting and approvals: Conduct board votes and request direct approvals virtually within the portal.
- E-signatures: Upload documents and send notifications requesting needed signatures; directors can sign with a single click.
- Surveys: Create a board evaluation survey, or poll directors on matters such as scheduling and meeting location preferences.
- Notes and annotations: Add notes, draw, or highlight important details in board materials.
- Director and officer questionnaires: Streamline reporting and review with an integrated D&O questionnaire function that includes automated reminders to directors.
- Board assessments: Leverage expert-built templates or use your own to build and conduct assessments to measure the board’s performance relative to company goals.
- Secure messenger: Communicate directly with individual directors, executives, or groups.
- News and announcements: Communicate with the entire board or individual committees with targeted announcements, such as a policy change or rescheduled meeting.
- Roles and terms management: Track board directors’ experience, backgrounds, and term limits to improve recruiting and succession planning efforts.
- Skills tracking: Map your board’s areas of expertise and identify gaps to build insights to aid recruitment and succession planning efforts.
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.
Given their many duties and high level of importance, company leaders should not skimp when it comes to providing corporate secretaries with the tools they need to effectively do their jobs. Investing in a comprehensive board management solution such as OnBoard demonstrates leaders’ commitment and support for individuals serving in this crucial role.
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