Corporate Secretary Roles & Responsibilities
What is the corporate secretary role? Uniquely positioned between the board, the management team, and the shareholders, the corporate secretary’s job is to make sure all these voices come together in the boardroom and beyond.
As companies respond to investors’ call for more/better engagement, the corporate secretary (also called the company secretary) is often behind the scenes gathering data from across the organization, coordinating messaging and shareholder disclosure, and guiding the board and management team through an increasingly complex regulatory environment. They are also often tasked with onboarding new directors, agenda management and other administrative duties for the board.
Evolution of the Modern Corporate Secretary
The evolution of the modern corporate secretary is becoming quite distinct. As the corporate governance landscape grows more complex, their role has become increasingly nuanced requiring a distinct set of skills—in particular, a keen ability to prioritize and communicate.
“Corporate secretaries have been required to bring some really critical tools to the boardroom,” explained Janet McGinness, company secretary for MasterCard, in an episode of Inside America’s Boardrooms. “Those are clarity, simplicity and transparency—both in the way they manage the board agenda, but also in the way they communicate regulatory changes and the complexity of strategy discussions.”
In their investor engagement role, the corporate secretary must work closely with the head IR (and often the nominating & governance committee) to ensure that shareholder messaging is both coordinated and comprehensive—also to ensure that any investor concerns or potential red flags are communicated back to the board and broader management team.
Enhancing the Corporate Secretary’s Impact on Corporate Governance
Myriad factors have contributed to enhancing the corporate secretary’s impact on corporate governance. In a recent interview, Miguel Baz, Assistant Company Secretary and Director, Legal Operations for Bell Canada, outlined several of these factors: “Cybersecurity, diversity, shareholder engagement, environment, social and governance (ESG), the role of proxy voting advisory firms—these are just some of the issues that have seen considerable evolution in the past five years. The corporate secretary has an increasingly central role to play in all of these areas.”
In a recent interview, Diligent’s Dottie Schindlinger, VP of Thought Leadership, describes how digital transformation in the boardroom is evolving the role of a company secretary—but at the same time, underscoring their importance. In the years ahead, the most effective corporate secretaries will be the ones who can leverage technology to deliver to the kind of insights that improve board discussion and ultimately facilitate better decision-making.
As the corporate secretary’s plate is piled higher, delivering efficiency and strategic insights will be key to their success. Streamlining and digitizing administrative tasks (e.g., board materials, meeting minutes, D&O questionnaires, board evaluations, entity management) allows the corporate secretary to focus time on more strategic actions. Those who can arm the board and management team with the right data and tools will increasingly position themselves as a strategic asset across the company. We call this modern governance.