So just what does a Corporate Secretary* do, anyway? A good question, but difficult to answer! While the basic duties of the Corporate Secretary can be outlined easily, the position's overall responsibilities--and the fit of the role within senior management--vary and are more difficult to explain.
A “Corporate Secretary” is required by state corporation laws for every corporation; he or she is, at the most basic level, the individual who keeps the official records and minutes of the corporation. Corporate by-laws set forth the powers and duties of the Corporate Secretary and other corporate officers. One may think that the Corporate Secretary is merely a combination of scrivener and custodian, but 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 and between the board of directors, senior management and the company's shareholders, and who has a key role in the administration of the Board and critical corporate matters. The Corporate Secretary is often a confidante and counselor to the Chief Executive Officer, members of the Board, and other members of senior management, especially on corporate governance matters.
A key responsibility for the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. A Corporate Secretary also is responsible for ensuring that the records of the Board's actions reflect the proper exercise of those fiduciary duties. Some Corporate Secretaries who are lawyers handle this function themselves; others partner with the General Counsel and/or outside counsel. The function ranges from making sure new directors have training in the applicable state law duties and the business of the company, to ensuring that management follows the proper steps for major corporate actions such as share issuances, the declaration of dividends, and mergers, acquisitions, or dispositions of corporate assets.
A Corporate Secretary also provides advice on corporate governance issues, particularly related to the re-election of directors and other shareholder action taken at Annual Meetings. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. The Corporate Secretary is usually responsible for a company’s Corporate Governance Principles or Guidelines. In some companies, the role of the Secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer or Corporate Governance Officer added to their existing title.
Most Corporate Secretaries are responsible for the following : (More details are available by clicking on some of these topics.)
Among "core competencies" are: understanding the company's business thoroughly; having a working knowledge of corporate and securities law; demonstrating a "presence" and having excellent 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 assist in achieving 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.
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.
In the United States, a Corporate Secretary typically reports to a General Counsel, or if he or she has both roles, to the CEO of a corporation. In some cases where the CEO does not also serve as Chairman of the Board, the Corporate Secretary reports to the Chairman.
Volumes have been written on the individual aspects of the job, and more detailed accounts of the overall role also are available. The Society of Corporate Secretaries and Governance Professionals, a professional association composed principally of corporate secretaries, assistant secretaries, in-house counsel, outside counsel and other governance professionals, maintains and publishes information to assist corporate secretaries and governance professionals in carrying out their duties. The Society promotes the voluntary exchange of information through its member committees, local chapters, benchmarking surveys, 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
240 West 35th Street
New York, NY 10001-2506
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.