A board secretary, or company secretary, is the individual responsible for ensuring the efficient and compliant operation of the board of directors. Their role is central to facilitating effective corporate governance.
Board secretaries provide support and advice to board directors and executive management.
Responsibilities of a board secretary
Here are the key responsibilities of a board secretary:
Record keeping
Board secretaries must maintain an organised repository of all board documents, including meeting minutes and formal correspondence. They must also maintain historical records of board activities for auditing.
Advising the board on governance
The board secretary must stay informed of the best practices, latest trends and regulatory requirements in governance. They are responsible for facilitating the development of governance policies and keeping the board updated on any changes in governance standards.
Meeting planning
The secretary collaborates with the chair to create meeting agendas. They must ensure that all members receive the agenda and supporting materials beforehand. They must also maintain accurate attendance records, prepare and distribute meeting minutes and assist in preparing board resolutions.
Compliance oversight
Staying updated on the relevant laws and regulations is crucial for board secretaries to ensure that all board activities comply. They must also maintain and update the company’s byelaws to reflect any changes in these regulations.
Running board evaluations
The secretary typically facilitates the board evaluation process by distributing evaluation forms, collecting responses and summarising results. They also coordinate with board members to ensure a compliant evaluation process.
Facilitating board communication
Another important task is to simplify communication between directors. This includes issuing meeting notices and ensuring the timely distribution of meeting documents. Board secretaries also handle official correspondence on behalf of the board.
Multi-tasking: Secretaries spend most of their time managing multiple tasks simultaneously, such as preparing meetings, keeping members updated and coordinating with management.
Strong communication skills: A good secretary knows how to maintain an effective line of communication between the board, shareholders and executive management.
Deep understanding of company operations: The board secretary must have a handle on how the company works and adequate knowledge of its departments’ operations. They should be equipped to translate management theory into practical frameworks.
Organisational skills: A good sense of order and knowing which tasks to prioritise are critical skills. The secretary must maintain organised board calendars with dates and deadlines of key events and projects.
Who appoints the board secretary?
The board of directors collectively appoints the board secretary considering their qualifications, education, experience and special skills. Large companies typically have nominating committees which recommend suitable candidates to fill the board secretary role.
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