Corporate secretaries are key officers in a corporation or a company (we use those terms here interchangeably). In this article we examine the traditional role of the corporate secretary, look at how it has changed, and identify some of the tools that modern corporate secretary use to streamline the performance of their duties.
The traditional role of the corporate secretary
Originally, the law did not specifically set out the role of the corporate secretary. However, it appears that courts once viewed the role as purely administrative and clerical. In Barnett, Hoares & Co v South London Tramways Co (1887) 18 QBD 815, the Court of Appeal of England and Wales considered a case that turned on whether the corporate secretary could ‘speak for’ the corporation. The Judges in that case made some dismissive comments about the role of the corporate secretary:
A secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all; nor can any one assume that statements made by him are necessarily to be accepted as trustworthy without further inquiry.
How the role has changed
While the corporate secretary still has overall responsibility for some administrative matters, the role has grown substantially. Throughout the 20th century, it has come to include a range of compliance, advisory and strategic functions. While the precise duties differ by jurisdiction, common responsibilities include:
- managing board meeting and committee processes. This means responsibility` for the preparation and distribution of board papers, agendas and minutes;
- managing shareholder engagement activities, including Annual General Meetings;
- carrying out board instructions and implementing board decisions;
- keeping share registers and other important registers up-to-date and compliant with the laws;
- providing advice to the board of directors on corporations law, listing rules and constitutional requirements;
- ensuring that the company is adhering to its compliance obligations such as requirements for continuous disclosure;
- engaging with regulators and other third parties such as external auditors;
In addition, corporate secretaries generally have a strategic role in advising on corporate governance and suggesting areas of improvement.
For more information see the Society for Corporate Governance’s ‘What is a Corporate Secretary?’
Is a corporation required to have a corporate secretary?
It depends on the country, state or jurisdiction. For example, the United Kingdom law requires public companies to appoint corporate secretaries, but it does not require private companies to do so. In cases where private companies choose not to appoint a company secretary, then the duties of the company secretary will fall to the directors.
What are the qualifications for the role?
This, again, depends on jurisdiction. In the United Kingdom, a company secretary of a public company must meet one of the following requirements under section 273 of the Companies Act 2006:
- be a member of one of the various institutes of chartered accountants in the United Kingdom or Ireland, or a member of the Institute of Chartered Secretaries;
- have been a company secretary of a public company for at least 3 of the 5 preceding years before appointment;
- be an advocate, barrister, or solicitor;
- be a person who by holding another position or member of a body, appears capable of discharging the functions of a secretary.
It is relatively common for the corporate secretary to also be the chief legal officer/general counsel of a corporation. Note, however, that the combining of these roles can lead to a blurring of legal responsibilities with serious consequences. In the High Court of Australia case Shafron v ASIC (2012) HCA 18, it was held that a person holding both these roles has a responsibility to advise on legal risk to the board of directors (i.e. they could not claim that their advice to the board was given only while wearing their company secretary ‘hat’).
What are the tools of a modern corporate secretary?
In discharging their function, corporate secretaries need to consider the best mechanisms for carrying out that job as efficiently as possible. Corporate secretaries need to carefully consider:
- automated compliance software to keep track of changing compliance obligations, dates of regulator filings , and changes to share registers;
- automating governance processes. This could include software solutions for processing the documents for board meetings (e.g., agendas, board reports and minutes), as well as the conduct of the meetings themselves;
- virtual shareholder engagement. Virtual shareholder meetings can be an excellent way of improving shareholder engagement and making the process more cost-effective.
It is difficult to define the role of the corporate secretary in any precise way. They have sometimes been referred to as the ‘chief administrative officer’ of a corporation or ‘the glue that holds an entire corporation together’. Their long list of duties includes administrative, advisory and strategic functions. Whatever the specific duties of the corporate secretary are, the corporation needs to consider whether the performance of this role might be improved by deploying the right tech tools.
A corporate secretary’s best friend, Convene’s board management solution efficiently streamlines the board meeting process from start to finish. From board pack compilation and to minute distribution, Convene is a valuable corporate governance tool for any modern corporate secretary. Read more about the solution or request for a free trial here.