6. Director, Officer, and Shareholder Concerns

With their prominent role in so many corporate matters, the Corporate Secretary is a central person to whom directors, officers and shareholders turn for practical assistance as well as guidance. Much of a Corporate Secretary's time is spent working with directors, officers and shareholders on a wide variety of matters, and these constituencies expect a great deal of attention from the Corporate Secretary's office.

Directors

The Corporate Secretary is the primary liaison between the corporation's directors and management. As such, a Corporate Secretary may need to:

• help orient new directors to the corporation and the board;
• advise and keep directors informed of corporate and legal responsibilities;
• assist with compliance issues;
• coordinate and organize the flow of information to directors;
• obtain from directors information needed for legal and regulatory compliance;
• assist directors with travel arrangements to and from meetings;
• advise management on director compensation;
• advise the Chairman of the Board on committee assignments for directors;
• keep management informed of director views and preferences;
• provide resources for and coordinate board evaluations;
• assist the Chairman on the selection of new directors;
• advise management and directors on potential director interlock issues.

Officers

The Corporate Secretary provides services to senior officers similar to those provided to directors: advising and keeping senior officers informed of corporate legal responsibilities; assisting with compliance issues; obtaining information needed for legal and regulatory compliance; assisting with travel arrangements to and from corporate meetings; advising the Chairman or Chief Executive Officer on management committee assignments for officers; keeping the Chairman or Chief Executive Officer informed of senior officer views and preferences; alerting senior officers to matters which should be brought to the attention of other officers or the board or board committees; and providing advice and counsel to officers preparing presentations and memoranda to be presented to the board or committees. In addition, in many corporations, the Corporate Secretary administers the corporation's stock option and other compensation programs for executives.

Shareholders

The Corporate Secretary is often responsible for shareholder relations. The shareholder relations function usually involves responding to shareholder inquiries; directing or assisting in preparing and distributing reports and other materials and shareholder communications; maintaining statistical information on the shareholder base; developing programs for large individual or institutional shareholders; and alerting the board and senior management to shareholder concerns. The Corporate Secretary is the principal corporate contact for most shareholders, and may be able to influence how shareholders view management's responsiveness.

In some organizations, the Corporate Secretary is primarily responsible for individual or small institutional shareholders, and large institutional investors are handled by an investor relations group reporting to Finance, Corporate Communications or some other department. The Corporate Secretary may be responsible for the company's stock watch programs, alerting management to unusual trading in the company's securities.

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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