A "Corporate Secretary" is required by state corporation laws for every corporation. Individual corporate by-laws set forth the powers and duties of the Corporate Secretary. A key responsibility of the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. A Corporate Secretary is responsible for ensuring that the records, or minutes of the Board's actions during a Board meeting, reflect the proper exercise of those fiduciary duties.
While the duty of recording accurate and sufficient documentation to meet legal requirements (record management) is of primary importance, the Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice and counsel on board responsibilities and logistics. In recent years the Corporate Secretary has emerged as a senior, strategic-level corporate officer who plays a leading role in the company's corporate governance.
The Society's publicationThe Corporate Secretary: An Overview of Duties and Responsibilities provides a more detailed discription of the duties and responsibilities of the corporate secretarial function.
Roles and Responsibilities
The roles and responsibilities of a Corporate Secretary include, but are not limited to the following:
- Manage all board and committee meeting logistics, attend and record minutes of all board and committee meetings; facilitate board communications;
- Advise the Board on its roles and responsibilities;
- Facilitate the orientation of new Directors and assist in Director training and development;
- Maintain key corporate documents and records;
- Responsible for corporate disclosure and compliance with state corporation laws, stock exchange listing standards and SEC reporting and compliance;
- Oversee Stockholder Relations including stock issuance and transfer operations; stockholder correspondence; prepare and distribute proxy statement;
- Manage process pertaining to the annual shareholder meeting;
- Subsidiary management and governance;
- Monitor corporate governance developments and assist the Board in tailoring governance practices to meet the Board's needs and investor expectations;
- Serve as a focal point for investor communication and engagement on corporate governance issues.