Corporate Secretaries

The breadth and importance of the role of the Company Secretary has increased markedly over the past five years. It is a unique role as the Company Secretary is often neither part of “line management” nor a member of the Board itself. There are endeavours to move the profession beyond that of being the “administrative servant of the board” to one which encompasses the broader role of “board advisor”. (Rt Hon Alun Michael MP, May 2012 Report of the All Party Parliamentary Corporate Governance Group APPCGG – London UK)

What is a corporate secretary? 

Within any organization, a Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors.

A Corporate Secretary’s duties may include:

• Implementing the decisions of the board of directors
  
• Acting as adviser to the company directors
  
• Handle company share transactions - issuing new shares, arranging dividend payments and observing all legal requirements
  
• Liaising with auditors, lawyers, tax advisers, bankers and shareholders on board governance issues
  
• Attending and take minutes of directors’ and members’ meetings
  
• Ensure compliance obligations under relevant laws and the requirements of regulatory authorities are met (e.g., stock exchange)

Most Corporate Secretaries are responsible for the following:

• Board and committee meetings
  
• Minutes of meetings
  
• Annual meeting of shareholders - including proxy statement
  
• Corporate records
  
• Subsidiary management
  
• Stock transfers and dividends
  
• Securities market listings and compliance with listing standards
  
• Compliance with federal and provincial board governance laws
  
• Governance liaison for officers and directors
  
• Shareholder engagement on governance issues

Who is a corporate secretary?

The attributes of an effective corporate secretary typically include:

• Analytical, problem solving skills
  
• Management and organizational skills
  
• IT familiarity
  
• Discretion with confidential information
  
• An understanding of the legal system as it affects business
  
• Good communication and interpersonal skills

What are the core competencies of a corporate secretary?

• A thorough understanding of a company's business
  
• Working knowledge of corporate and securities law
  
• Demonstration of "presence" and excellent communication skills
  
• Sensitivity and intuition toward CEO and directors thoughts and feelings
  
• Ability to read signals and provide early warnings to management
  
• Ability to mediate and assist in achieving consensus
  
• Ability to overcome bureaucratic thinking in the company
  
• Detail-oriented
  
• Flexible and creative
• A sense of balance no matter how pressured a situation