Company or corporate secretaries are important members of a firm who support high-ranking positions in an organization, such as directors or executives, to do their duties effectively. The responsibilities of the corporate secretary have changed in recent years to become more corporate governance-focused.
The corporate secretary performs a senior, strategic corporate office position that includes assisting the board and senior management and acting as a resource.
As an official who advises and counsels on board responsibilities, logistics, and records minutes and other legal-compliant paperwork, the corporate secretary plays a key role in office administration.
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This post will explore the crucial roles of a company secretary.
What Is a Corporate Secretary?
A corporate secretary ensures that “board members have the requisite counsel and resources for performing their fiduciary obligations to shareholders. Moreover, corporate secretaries also take minutes of the board’s actions during meetings and ensure they are correctly documented.
It’s generally recommended that corporations appoint a corporate secretary who must be present during all Board of Director meetings. Even though each corporation’s corporate bylaws normally specify the corporate secretary’s responsibilities, the specific duties they must carry out may vary.
Here are five essential roles of corporate secretaries in a firm.
Efficient Meeting Scheduling
The corporate secretary is responsible for understanding the prerequisites for meeting notices, observing them, and establishing a workable timetable for the directors. A corporate secretary also organizes travel, housing, event locations, and catering when necessary.
A corporate secretary must also prepare a suitable number of meetings and ample time to hold the meetings while keeping the board members’ schedules and duties in mind. The corporate secretary is the chair’s or meeting facilitator’s point of contact.
Creating Cohesive Meeting Agendas
Developing a year-long basic company agenda is a top corporate secretarial service for any CS. This ensures compliance with any corporate regulations and the firm’s articles of incorporation and bylaws. The coming agendas are modified and revised in response to changing business requirements.
To create a complete agenda, the Corporate Secretary must liaise with the CEO, HR, investment management, accounting, legal, regulation, the board chair, and others.
Prepping Materials and Presentations
The secretary must consider delivery, security, and retention in drafting the meeting’s agenda, reports, or other documents. This makes it possible to change the meeting’s agenda and previous minutes.
When board members can access documents early enough to evaluate them, the chair is better equipped to run a productive meeting. Board members will also have comments and inquiries ready for the meeting.
Unless the bylaws or previous practices specify differently, the secretary should distribute documents before the meeting. These duties might be considerably reduced by using corporate secretary software. In accordance with corporate policy, the secretary can submit documents in physical copy or electronically.
It is also the secretary’s obligation to advise board members about keeping the records secure and confidential. Regarding retention, the secretary should consider the contents and their distribution in such a manner that present users, and later readers can use it. The contents should be provided so that the firm is not legally liable.
The secretary should also label draft papers as such and dispose of them in accordance with the company’s policies.
The secretary should ensure that meeting materials follow corporate, legal, and regulatory requirements and meeting behavior both within and outside the meeting.
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Corporate Liaison Duties
Committees meet independently of the board. Each committee is usually assigned an executive point person by the board. These are some examples of common assignments:
- CFO/Audit Committee
- Secretary/Nominating and Governance Committee
- Chief Human Resources Officer/Compensation Committee
Board members rely on the corporate secretary to keep them updated on regulatory developments that influence how corporations should manage themselves, create comprehensive meeting agendas, and function as their liaison with shareholders.
The CS should provide proper advice to the BOD about its aims and tasks, as well as their respective positions. They should also orient, train, and inform incoming committee members. Essentially, they should keep each member focused on their objectives and guarantee that all activities, hearings, and conclusions are lawful.
Documenting the Meeting Progress
The major responsibility of the Corporate Secretary during board meetings is to take minutes. The secretary should keep minutes to compel greater accountability and openness without exposing the organization to legal jeopardy. The secretary must understand what topics to record and how thorough those should be.
While writing the minutes, the secretary should also be aware of any extraordinary items or circumstances. To summarize, a CS should have extensive knowledge and a grasp of the business’s governance process and legal principles.
A well-functioning CS has the potential to provide enormous benefits to the governing board and the firm as a whole.
An effective and diligent corporate secretary serves the organization and its governing board. A corporate secretary’s tasks are both particular and varied. They should be tailored to the company’s policies and requirements.
The corporate secretary should be thoroughly aware of the whole governance process and legal concepts and apply that knowledge when engaging with board members.