State corporation laws require every corporation to designate a corporate secretary. Corporate law allows corporations the latitude to outline the powers and duties of the Corporate Secretary in their by-laws. While corporations can customize the job description of the Corporate Secretary, we can identify some general industry guidelines.
According to the Society of Corporate Secretaries and Governance Professionals, the Corporate Secretary is charged with making sure that the “board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law.” A Corporate Secretary also records minutes of the board’s actions during a board meeting and makes sure that they are documented properly.
In recent years, the Corporate Secretary’s duties have evolved into a position that focuses more on corporate governance. It is a senior, strategic corporate office role where the Corporate Secretary serves as a confidante and resource to the board and senior management. The Corporate Secretary plays a leading role in governance as an officer who provides advice and counsel on board responsibilities and logistics, in addition to recording minutes and other documentation that meets legal requirements.
Corporate Secretary Responsibilities
The main responsibility of the Corporate Secretary is planning and preparing for meetings. At a minimum, this includes the following five areas:
- Executive Liaisons
- Documenting the Meeting
Here is a further explanation of each:
The Corporate Secretary is tasked with knowing and complying with meeting notice requirements and setting a schedule that accommodates the directors. Whenever appropriate, the Corporate Secretary is also responsible for arranging the logistics of transportation, lodging, venue sites, and food. The Corporate Secretary must also arrange an adequate number of meetings and ample time to conduct the meetings, while taking into consideration the schedules and obligations of the board members. The Corporate Secretary is also the point of contact for the chair or meeting facilitator.
In order to comply with state, federal, listing, and other requirements, as well as the company’s articles of incorporation and bylaws, the secretary typically creates a basic agenda that extends for a full year. The upcoming agenda is revised and updated according to changing business needs. The Corporate Secretary must also communicate with the CEO, HR, investor relations, accounting, legal, compliance, the board chair, and others in setting a comprehensive agenda.
Materials and Presentations
When preparing the agenda, reports, or other materials for the meeting, the secretary has to consider delivery, security, and retention.
The chair is able to conduct an efficient meeting when board members have materials far enough before the meeting to review them, so that corrections to past minutes and the agenda can be corrected prior to the meeting. Also, board members will come to the meeting prepared with comments and questions. Unless the by-laws or other past practices indicate otherwise, the secretary will distribute materials prior to the meeting. These duties can be greatly simplified by using corporate secretary software.
The secretary may send hard copies or send materials electronically in keeping with company policy. The secretary should mark drafts as such and dispose of draft documents in accordance with the company’s guidelines. It’s also the responsibility of the secretary to inform board members of how to maintain the documents in a secure, confidential manner. In light of retention, the secretary should view the materials and the distribution of materials in such a way that they may be used by current users and subsequent readers. The materials should be presented in a manner that doesn’t subject the company to legal liability.
The secretary should make sure that meeting materials are compliant with respect to corporate, legal, regulatory, conduct of meeting inside and outside of the meeting. Board Portal software can help greatly in this respect as it helps you prepare for and hold the board meeting as well as manage follow-up and follow through activities post meeting.
Committees meet separately from the board. Generally, the board assigns an executive point person to each committee. Here are some common assignments:
- CFO/Audit Committee
- Chief Human Resources Officer/Compensation Committee
- Secretary/Nominating and Governance Committee
As a duty as executive to the nominating and governance committee, The Society of Corporate Secretaries and Governance Professionals points out other duties that the secretary may perform including: adding written governance updates in each board mailing, preparing director orientation materials, arranging education programs, preparing background materials for the annual board and committee evaluations, serving as the liaison for director search firms, preparing draft director skill matrixes, reviewing board independence and potential conflicts of interest, and conducting committee charter compliance audits.
Documenting the Meeting
The Corporate Secretary’s primary job during board meetings is to take the minutes of meetings. The secretary should take minutes so that they require greater accountability and disclosure without placing legal liability upon the organization. The secretary needs to have a solid understanding of what items to record and how detailed those items should be. The secretary should also be sensitive to any special items or circumstances in documenting the minutes.
The responsibilities of a Corporate Secretary or Board Liaison are both specific and varied. They should be customized according to the company’s by-laws and needs. The Corporate Secretary should have an in-depth understanding of the total governance process and legal principles and should use that information in communicating with board members. An efficient and conscientious Corporate Secretary provides vital benefits to the organization and its governing board.