How Reporting Has Changed for Corporate Secretaries

Nicholas J Price
The position of the corporate secretary requires them to be knowledgeable about corporate law, finance, governance and strategy. In that position, the corporate secretary provides valuable support and assistance to the board chair, the CEO and the non-executive directors. In today's corporate arena, the reporting corporate secretaries have considerable influence and are considered to be the main people who are constantly 'in the know.'

While the corporate secretary performs some of the duties of a business secretary, this individual doesn't hold a purely clerical or secretarial role. Corporate secretaries are responsible for ensuring that the board of directors and the company are following the law. Their duties include registering and communicating with shareholders, making sure that dividends get paid, maintaining the corporate record and monitoring corporate governance. Many of the corporate secretaries' duties are mandated by laws or policies, such as the conflict of interest policy.

Duties for the Corporate Secretary Focus on Compliance

The role of the corporate secretary positions them as the main overseers of governance. This entails making sure that the board procedures, processes and policies are being reviewed and followed at all times. The board and chair rely on the corporate secretary for guidance on what their rules and responsibilities are under the rules and regulations for corporate law. Corporate secretaries should be highly accessible to board directors and CEOs.

NASDAQ has four sets of listing requirements. Companies must meet all the main rules for companies, and they must meet at least one of the four requirement sets, including minimum trading numbers and prices. The corporate secretary is the main overseer who is responsible for monitoring and maintaining compliance against these requirements.

From an administrative aspect, the corporate secretary is also responsible for scheduling board and committee meetings, as well as the annual general meeting. The role requires the individual to take meeting minutes and to store them securely. Meeting minutes also must be easily accessible for board directors, executives and attorneys as needed or requested. Corporate secretaries are also required to manage the subsidiaries, transfer stocks, distribute dividends and be involved with shareholder engagement.

Companies are being scrutinized more than ever before. It's crucial for corporate secretaries to keep accurate records, ensuring that information on all the entities is truthful, transparent and updated. Corporate secretaries spend much of their time running company reports, and it's important to ensure that all the information is important because board directors may be voting on information contained in these reports. Information, such as details about potential conflicts of interest, is vital when considering acquisitions.

Scope of Duties and Responsibilities Increases for Corporate Secretaries

Governance should be led from the top, and that is the preferred way to support the board. In addition to many other duties, corporate secretaries schedule board meetings, handle votes, take meeting minutes, and follow up on board tasks and actions.

In their updated position, corporate secretaries are expected to play a stronger role in shareholder engagement. As liaisons between shareholders and the board, corporate secretaries are expected to identify and address any real or potential conflicts of interest. Corporate secretaries are the primary contacts who have access to data across the whole company regarding the current state of the company at any particular time. Corporate secretaries must use good quality information to inform scenario planning and organizational charting so that strategic planning is based on the correct information. This is often a tall order in today's fast-paced corporate environment.

The Future of the Corporate Secretary Role

The role of the corporate secretary is gradually moving from Chief Administrative Officer to Chief Governance Officer. The evolution of the role means that corporate secretaries have greater visibility and greater influence in the boardroom. According to a survey by Grant Thornton, 80% of the respondents said that the role of the corporate secretary has increased in scope and responsibility. Today's corporate secretaries are expected to have a wide range of entity and business data at their fingertips. With little time to spare, corporate secretaries are expected to get the right information to the right people, at the right time and in the right format.

It has become necessary for corporate secretaries to turn to technology and automation to ensure that they're handling all their governance reporting requirements on time and on target. As the world continues to move toward global free trade, technology and automation are likely to play an even larger role.

The Role of Technology in Governance Reporting

Far and wide, regulatory requirements are increasing the demand for more transparency. There is a greater emphasis on governance, and these issues place a heavy focus on getting the right reports. It's possible to get information in real time and that will be necessary for any company to remain competitive. Automation, artificial intelligence and machine learning will soon be standard tools of the trade. These advancements are all indicative of the evolution of modern governance.

Board portal technology, entity management software, ESG reporting, and secure file-sharing platforms are necessary digital tools that enable corporate secretaries to perform at their best. Virtually every task that corporate secretaries need to address can be tackled better by using board management digital solutions by Diligent Corporation.

Corporate secretaries, as well as other corporate leaders, need the ability to keep business information secure while being able to expand their reach outside the boardroom. It's crucial for companies to keep, distribute, and store sensitive and confidential documents in the most secure environment possible. Diligent Corporation has responded with the modern approach to corporate governance by providing digital tools designed specifically for board directors and other corporate leaders.

Diligent Corporation streamlines and enhances governance activities such as board self-evaluations, company analytics, curated news and director resources to stay current and keep pace with the fast pace of the corporate world. Digital software solutions help corporate secretaries to manage agendas, make annotations online, store minutes electronically, secure collaboration efforts, record votes, and manage D&O assessments and questionnaires ' all from the safety of a secure Diligent platform. These are the modern governance solutions that promote thought leadership for the present day and the future.
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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.