A corporate secretary in the boardroom is one of the most important resources the board has. Under state corporation laws, every public company is required to have a corporate secretary, and the individual who fills this role is a valuable member of the executive management team.
The corporate secretary's role has expanded over time to include many administrative and managerial duties. Corporate governance is important to public companies because it provides them with a defense for ensuring corporate compliance and for addressing activist shareholder initiatives. 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, companies demonstrate that they're invested in productivity, enhancing public relations and getting more involved in their communities. Among other things, good governance supports employees and gives boards a pathway toward increasing shareholder value.
>> Get Our Guide For "Governance Reporting For Corporate Secretaries"
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 for a corporate secretary look like today:- Ensuring that the Board has the resources to fulfill its fiduciary duties to a company's shareholders.
- Preparing minutes of board actions during board and committee meetings to reflect the board's proper discharge of its fiduciary duties.
- Serving as a key consultant to the board of directors and to the executive management team.
- The corporate secretary is responsible to ensure that the corporate governance framework for the company is properly designed, implemented and maintained.
- The corporate secretary is responsible for legal entity governance management.
- The Corporate Secretary is also responsible for engaging with and being the liaison for third-party corporate governance service providers. Paul Marcela, President of Governance Partners Group, LLC, lists these specialized service providers 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
- Corporate secretaries are responsible for the company's governance program and process development and enhancement.
- The corporate secretary is responsible for board director training and development.
- Corporate secretaries play an integral role in collaborating with the executive team.
- Corporate secretaries are the keepers and point people for all corporate documents.
Concluding Thoughts on the Responsibilities of the Corporate Secretary in the Boardroom
While many corporate governance responsibilities relate to securities regulations for public companies, the role of the corporate secretary is equally as important for private companies. Both types of companies need to comply with the same corporate laws of the states of their incorporation and to manage legal liability risks. All companies must be able to produce corporate governance-related documents to third parties, such as outside auditors, lenders and regulators. Corporate secretaries can put their best foot forward with a Diligent Corporation board management software system and other digital software solutions for corporate boards.![](https://annyazommq.cloudimg.io/https://dg-staging-450520-cd.azurewebsites.net/-/media/project/diligent/master/au-whitepaper-images/whitepaper-images/a-buyers-guide-to-esg-data-management-software.png?h=511&iar=0&w=765&rev=263be577-e761-4e63-96ef-8ab461f2c7d1&org_if_sml=1&force_format=webp&hash=66FFC6017BFA4AEF4FEB228C028B7AA2)
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