10 Must-Have Traits of a Corporate Secretary
The Corporate Secretary has one of the most integral roles in keeping a corporation running and successful, largely due to how their job influences every moving part of the company as a whole. Ultimately, they are responsible for ensuring the organization stays in compliance with regulatory and statutory requirements, and also executes all the decisions, changes, and resolutions put forward by the Board of Directors. Essentially, they are the glue that holds the corporation together.
What is a Corporate Secretary?
Regional laws often require every registered corporation to designate a corporate secretary. Corporate-specific laws also allow for the outlining of the powers and duties of the Corporate Secretary to be determined by the demands and needs of the business. However, while corporations have some say in the customization of their Corporate Secretary’s job description, there still remain industry guidelines that dictate the overarching responsibilities of a Corporate Secretary.
In general, Corporate Secretaries are the officers of corporations. They are charged with ensuring that all Board members have the proper advice and resources necessary for discharging their fiduciary duties to company shareholders, in accordance with regional or contractual laws and obligations. Corporate Secretaries are required to attend all Board of Director meetings, recording minutes of the meeting’s actions and documenting all proceedings properly.
Corporate Governance: The Secretary’s Role
Over time, and with the emergence of corporate governance the standard for Corporate Secretary duties have evolved to gear more towards governance objectives. This means that while corporate governance reframes the strategic choices of the corporation’s Board, the Corporate Secretary should serve as a confidante and resource to both the board and senior management. They play a leading role in governance, inhabiting the previously mentioned ‘officer’ role by providing advice and counsel on board responsibilities and logistics.
The Responsibilities of a Corporate Secretary
Board Meetings
One of the main responsibilities of the Corporate Secretary is planning, preparing, and executing all Board of Director meetings and committee meetings. This usually involves the following responsibilities:
1. Scheduling
The Corporate Secretary should know and comply with the corporation’s meeting notice requirements and establish a schedule that accommodates all Directors. When appropriate and necessary, the Corporate Secretary is also responsible for coordinating meeting logistics, e.g., issuing online meeting details or if scheduled on-site, all associated travel, accommodations, etc. They are responsible for scheduling an adequate number of meetings and providing ample time for the meetings to be conducted effectively.
2. Agendas
Part of the major responsibilities of a Corporate Secretary is ensuring a corporation acts in compliance with regional, federal, listing, contractual, and other requirements and regulations, as well as the company’s articles of incorporation and bylaws. In order to accomplish this, the Corporate Secretary usually establishes a basic agenda that extends for a full business year.
Throughout the year, the agenda is revised and updated according to changing business needs and demands. When setting this comprehensive corporate agenda, the Secretary must communicate regularly with the CEO, Human Resources, investors, accounting, legal, compliance, the Board chairman, and any other important agents that is directly affected by what goes into the agenda.
3. Materials and Presentations
When preparing a meeting agenda, as well as any other reports, handouts, or materials that will be used in the meeting, the Corporate Secretary has to consider delivery, security, and retention.
The chair of the Board can only conduct an efficient meeting when all board members have the necessary materials far enough in advance for them to adequately review them. This allows for adequate time to correct past minutes and revise the agenda prior to the beginning of the meeting. It also gives Board members time to prepare comments and questions applicable to the meeting’s agenda. The Secretary should distribute these materials prior to the meeting, unless past practices or corporate by-laws indicate otherwise.
4. Executive Liaisons
For larger boards, there are often smaller committees that meet outside of the standard board meetings. In these cases, the board assigns an executive point person to each committee to act as the chair during those meetings. Some common assignments include: CEO for the Board; CFO for the Audit Committee; Chief Human Resources Officer for the Compensation Committee; Corporate Secretary for the Nominating and Governance Committee.
If the Corporate Secretary is appointed as the executive to a committee meeting (usually the nominating and governance committee), they are bestowed a new set of duties to comply with on top of their standard Corporate Secretary responsibilities. This can include:
- Adding written governance updates in each board mailing
- Arranging education or workshop programs
- Preparing background materials for the annual board/committee evaluation sessions
- Acting as the liaison for director search firms
- Preparing draft director skill criterions
- Reviewing board independence
- Evaluating potential board conflicts of interest
- Conducting committee charter compliance audits
5. Documenting the Meeting
The primary responsibility that Corporate Secretaries have during board meetings is to take the minutes of the meetings. This ensures greater accountability and disclosure for the proceedings of the board, without placing legal liability upon the corporation as a whole. In order to do this, the Secretary should have a thorough understanding of which items they need to record, and how much detail should be included in those recordings. They should also remain sensitive to special items or circumstances when documenting minutes.
Record Keeping
While taking and recording minutes and executing board meetings is the largest responsibility for Corporate Secretaries, they are also responsible for the substance and dissemination of those minutes. Meeting minutes should always accurate describe, and effectively communicate, all final decisions reached by the Board of Directors. Rather than a scribe for legal documentation, minutes act as the basis upon which the Corporate Secretary implements the board’s pronouncements.
In addition to meeting minutes, the Corporate Secretary retains and organizes all of the corporation’s significant records. This can include:
- The company’s Certificate of Good Standing
- Business licenses
- SEC compliance paperwork
- Stock transfers
- Proxy statements
- Shareholder correspondence
- Stakeholders liaison information
- Significant contracts
- The company’s Capitalization Table
Advisor and Trainer
The Corporate Secretary should always be willing and able to adequately advise the Board of Directors on its duties and objectives, as well as the members’ individual roles. Additionally, when new board members are appointed to the corporation’s Board of Directors, the Corporate Secretary is the one tasked with overseeing their orientation, training, and briefings. Essentially, they keep all individual members of the Board focused on their principle goals, and ensures all proceedings, actions, and decisions remain in line with legal requirements.
What Makes a Good Corporate Secretary?
The responsibilities of a Corporate Secretary are both specific and varied. Because of this, it can be challenging to narrow down which qualities to look for in potential candidates. Some essential traits to look for would be:
- Strong organization and detail-oriented skills
- An efficient and patient communicator
- Effective multitasking skills
- An excellent and resourceful problem solver
- Experience in managing larger departments and individual employees
- Sufficient organizational knowledge and familiarity with business laws and regulations
- Sound judgment and discreetness where appropriate
- Acquainted with and comfortable with bureaucratic limitations and guidelines
- Ability to perform well under pressure
- A calm and rational mediator and liaison between executives
In general, the Corporate Secretary of an organization should always have an in-depth, thorough understanding of the total governance process and legal principles that exist in the company. They should then be able to use that information effectively when communicating with Board Members. When a Corporate Secretary is efficient, conscientious, and strong, they have the potential to provide vital benefits to the governing board and the organization as a whole.
