The Corporate Secretary plays a critical role in ensuring that a company’s Board of Directors and each of its Board Committees operate according to the provisions of the corporation’s Articles of Incorporation, Bylaws and other foundational documents. This requires that the corporate secretary be knowledgeable regarding company law, maintain the company’s registers in case of inspection and prepare director reports and accounts.
In addition, the corporate secretary is responsible for preparing and distributing meeting materials to all members of the Board and its Committees well in advance of any meetings. This ensures that each member of the Board and its Committee has the necessary information to properly conduct a meeting. The corporate secretary is also responsible for drafting and executing all Board of Director and Board Committee meeting agendas and for taking and recording the minutes of each meeting.
These are very important tasks that can only be accomplished by a competent and experienced corporate secretary. The Info – Corporate Secretary Services is often tasked with reviewing the governance programs of a company, updating them to be in compliance with best practices and keeping up with the rapid changes that occur in the marketplace.
The Corporate Secretary is also responsible for administering board evaluations, conducting corporate governance audits, assisting with succession planning and providing support to directors during their term of office. The Corporate Secretary works closely with the CEO, CFO and other senior executives in the executive management team to plan and conduct Board and Committee meetings, develop related meeting objectives, identify matters for discussion and decision-making and prepare and distribute Board and Committee materials.
They are also highly active in a corporation’s annual reports, financial press releases, shareholder communications and resolution of director and officer indemnification insurance issues. They frequently interact with the corporation’s CEO, CFO, Controller and financial communications staff, as well as with external auditors and securities counsel, to assist in the preparation and distribution of corporate governance-related materials that are required for reporting and compliance purposes by regulatory bodies.
This responsibility is particularly challenging for smaller and mid-sized companies, which typically cannot justify the hiring of a full-time Corporate Secretary on top of a busy executive management schedule. In such cases, the corporate governance functions of a company can be improved by engaging the services of specialized corporate governance consultants.
In many cases, these specialized corporate governance services are offered by outside consulting firms that have the resources and relationships to fully deliver the services of an expert and professional Corporate Secretary. Such services are especially useful for private Company Boards of Directors and for Private Equity controlled Companies, where corporate governance practices must be uniform across the entire portfolio of a Private Equity firm’s portfolio companies.
A good Corporate Secretary service provider will introduce sound governance procedures and risk controls and maintain a global reporting convention for the company’s business operations, even as it expands and grows. This will minimize the burden of a company’s administrative requirements and allow it to focus on core business activities without worrying about the legal obligations. In particular, a good service provider should keep abreast of regulatory change in each jurisdiction in which the company operates and provide a regular reporting convention.