From administrative go-between to corporate governance lynchpin, the role of the company secretary is rapidly changing. Also known as corporate secretaries, these often overlooked employees are now taking center stage in the post-pandemic environment of virtual working, heightened regulation, and fiscal headwinds.
What is a corporate secretary?The role of the corporate secretary is often hard to pin down. In the past, the corporate secretary was almost an exclusively administrative position. The corporate secretary's function, in general, was to record board and shareholder meetings, schedule events, and attend to a wide range of organizational duties. Working closely with board directors, CEOs, and executive directors, the company secretary has long been viewed as a part of, or at least ancillary to, senior management. As such, company secretaries have always held a key role – supporting seamless internal and external communication, managing high-level tasks, and overseeing the minutiae of daily corporate governance operations. That role is changing though, bringing corporate secretaries out of the back office and into the foreground as pivotal players. With the evaluation of the corporate secretary's role, comes greater responsibility and a more significant governance footprint on the organization. Continue reading to discover how the corporate secretary has become a key governance player within the company.
Corporate secretary: The new governance guruWhile they're still expected to provide all necessary administrative and logistical support, company secretaries have seen their duties expand in recent years – adding value to their organization by branching out into corporate governance. Corporate secretaries no longer just support the board, they're now expected to actively protect it by keeping an eye on compliance. This involves a solid working knowledge of the regulatory context. Corporate secretaries should have a thorough grounding of any applicable legal considerations so they can assist the board in their planning and decision-making. Onboarding new directors and succession planning are also part of the secretary's purview. Here again, a legal background is valuable - that's why many firms prefer hiring lawyers for the role. Accounting or tax qualifications are also highly valued. A company secretary's job is fluid. A corporate secretary moves around the highest levels of an organization, collaborating with board members, shareholders, C-suite executives, and company subsidiaries. This makes them a repository of some of the company's most sensitive information, as well as an invaluable resource for staff at all levels. As such, they must be adaptable, efficient, an excellent communicator, and capable of multitasking under pressure. It is often difficult to compose a list of job specifications for this varied role, especially in Europe where competing jurisdictions have their own legal frameworks. In Belgium, the role of a corporate secretary is outlined in the Corporate Governance Code but not legislated. Similarly, in Luxembourg company secretaries are recommended, not mandatory, but a specialized training program is available for those who want to fill that role. By contrast, Ireland enshrined the position in the Companies Act 2014, clearly defining its scope. Across the pond, public companies in both the United States and Canada are required to appoint a company or corporate secretary, but aspects of their role may or may not be legally defined according to the state or province they operate in.
Making the corporate secretary’s role easier with technologyWith the demands of their job rapidly increasing, corporate secretaries have a lot to juggle. From aligning the board's schedules to tracking reporting requirements, it can quickly become overwhelming. DiliTrust's Governance Suite has been used by hundreds of top-tier organizations to streamline, measure, and improve their governance frameworks. The user-friendly board portal allows for more seamless meeting management – digitizing your documents, schedule, and KPIs so everything is accessible from a single and ultra-secure hub. With just a few clicks, company secretaries can access the documents they need from any device, introduce customized analytics to track performance and outcomes and send notifications or alerts to directors from the full-service platform. Moving their tasks to a digital workspace in this way allows corporate secretaries to save time and maximize their resources. As the job of a corporate secretary evolves, so too must their tools. DiliTrust's technology keeps pace with the changing industry to make corporate governance more efficient and effective.
published on 2021/01/10