2. Annual Meeting of Shareholders

The Corporate Secretary plays a major role in the annual meeting of shareholders - a very significant event for most large public corporations.

Preparation and distribution of the proxy statement and notice of meeting (as well as preparation of the directors' and officers' questionnaires needed to prepare the proxy statement) usually are some of the major functions. The Secretary may also be involved in preparing and distributing the Annual Report. Production of these documents requires a knowledge of federal and state law, and of the rules of the stock exchange(s) on which the company's stock is listed. It also requires a high level of skill in coordinating input from lawyers, personnel and finance groups, as well as directors and senior officers; the knack of dealing with transfer agents, printers, and mailing houses; and the ability to remain calm despite inevitable last-minute changes that threaten to ruin "do-or-die" production schedules, not to mention budgets.

Negotiations with shareholders regarding shareholder proposals are also frequently the responsibility of the Corporate Secretary. These negotiations involve meetings with proponents, discussions with management and the board, and working with the Securities and Exchange Commission through the "no-action" process.

The Corporate Secretary works closely with the Chairman and senior management, as well as with the Chairman's speech writer, in preparing the script and agenda for the annual meeting. Another essential function for the Corporate Secretary is to help directors and management prepare to respond to shareholder questions at the meeting by creating briefing materials and alerting directors and management to "hot-button" issues. The Secretary is also generally responsible for coordinating security arrangements, thinking through and briefing the Chairman on how to handle disruptive or emergency situations at the meeting.

The Corporate Secretary is usually involved in soliciting proxies, either directly or by working closely with the corporation's proxy solicitors, to help achieve a quorum and deliver the vote. And the Corporate Secretary is also responsible for assuring that the vote is properly and impartially tabulated, and that results are duly reported in the minutes of the meeting.

Go back to intro - The Corporate Secretary - Duties and Responsibilities

1. Board and Committee Meetings
2. Annual Meeting of Shareholders
3. Corporate Records
4. Stock Transfer
5. Securities Markets
6. Director, Officer, and Shareholder Concerns
7. Compliance

Society of Corporate Secretaries and Governance Professionals
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