The Corporate Secretary - Duties and Responsibilities

What Does a Corporate Secretary Do?

So just what does a Corporate Secretary* do, anyway? The basic duties of the Corporate Secretary can be defined easily:

The Corporate Secretary is responsible for the official documents of the corporation such as the official seal, records of shares issued, corporate bylaws, and minutes of all board and committee meetings.

However, the overall responsibilities of a Corporate Secretary, and the fit of the Secretary's role within senior management, are more difficult to explain.

By reviewing state statutes and corporate by-laws, from which the powers and duties of the Corporate Secretary and other corporate officers are derived, one could conclude that the Corporate Secretary is expected to be a sort of combination of scrivener and custodian, but happily, this is not the case in practice. The Corporate Secretary in today's world is a senior corporate officer with wide-ranging responsibilities, who serves as a focal point for communication with the board of directors, senior management and the company's shareholders, and who occupies a key role in the administration of critical corporate matters. The Corporate Secretary is often confidant and counselor to the Chief Executive Officer and other members of senior management, especially on corporate governance affairs.

Providing advice on corporate governance issues is an increasingly important role for corporate secretaries. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The Corporate Secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board's needs and expectations of investors. In some companies, the role of the Secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer added to their existing title.

Several years ago, the leadership of the Society came up with a list of personal and professional attributes of a successful Corporate Secretary. Among these "core competencies" are: understanding the company's business thoroughly; having a basic knowledge of corporate and securities law; demonstrating a "presence" and being able to back it up with solid communication skills; being sensitive and intuitive to what the CEO and directors are thinking and feeling; being able to read signals on the horizon and provide early warning to management; being able to mediate and achieve consensus; knowing how to overcome bureaucratic thinking in the company; being detail-oriented; being flexible and creative; and, finally, maintaining a sense of humor and balance no matter how pressured a situation.

For most corporate secretaries, these skills are evidenced in the following areas: (Click on the following lines to access the different sections.)

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

Does the Corporate Secretary Have to Be a Lawyer?

Many corporate secretaries are lawyers and some serve as their corporation's General Counsel. But while a legal background is quite helpful in performing the role of Corporate Secretary, it is not essential. In fact, at times, having a Corporate Secretary who also provides legal advice creates interesting questions as to whether particular communications made to management are legal advice - which may be subject to the attorney-client privilege - or general corporate/business advice, which is not. Thus, the "dual hat" Corporate Secretary/lawyer must always be careful to distinguish (and, as Corporate Secretary, record) which "hat" is being worn, and whether it is legal or managerial advice that is being given to directors and management.

Need Further Information?

This brief monograph outlines the general parameters of the role of the Corporate Secretary. Volumes have been written on the individual aspects of the job, and more detailed accounts of the overall role are also available. The Society of Corporate Secretaries and Governance Professionals, a professional association composed principally of corporate secretaries, assistant secretaries and business executives involved in the duties associated with the corporate secretarial function, maintains and publishes information to assist Corporate Secretaries in carrying out their duties. The Society promotes the voluntary exchange of information through member committees, local chapters, publications and research, as well as through seminars and conferences. For further information on Society programs, publications and reference materials, visit
http://www.governanceprofessionals.org, or contact:

The Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue, 32nd Floor
New York, NY 10175
Phone: (212) 681-2000
Fax: (212) 681-2005

*Corporate Secretary is used here to refer to the Corporate Secretary function. In large corporations, certain administrative corporate secretarial duties are allocated to assistant secretaries, paralegals, or others within the office of the corporate secretary.

Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005

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