The engine room of the modern organization. The gatekeeper to good governance practices. The essential sounding block for the boardroom. The corporate secretary is many things today, but perhaps some of the most important tasks undertaken by the corporate secretary for compliance and governance revolve around entity management.
As the world of international regulation gets ever more complex, and as companies are expected to become ever more transparent thanks to global movements such as OECD’s Base Erosion and Profit Sharing (BEPS) project, the US Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS), the corporate secretary’s entity management responsibilities have become crucial to whether an organization remains in good standing wherever it is operating.
But what are the responsibilities of the corporate secretary in entity management? How must they work with stakeholders and break down internal silos to ensure compliance? Let’s take a quick look at just 10 of the responsibilities of the corporate secretary in entity management to whet your appetite.
1 Keeping the official record of the board
Fulfilling one of the more traditional roles of the corporate secretary, this all-important person is still the one who organizes directors’ and shareholders’ meetings, who minutes these meetings and who makes sure everyone involved has all the information they need to make decisions. One of the corporate secretary’s responsibilities for entity management is its important role in modern governance.
2 Maintaining key corporate documents and records
Not only must the corporate secretary organize meetings, they must ensure board papers and official corporate documents are maintained and kept up to date. They must maintain the statutory books and be ready for inspection at all times. They are the keeper of the corporate record, the one who must ensure that contracts are adhered to, that licenses remain valid, that insurance is up to date, and that all evidence that may be required by a regulator or an auditor is easily accessible and totally accurate.
3 Ensuring the security of the corporate record
And part of that maintenance role is, of course, ensuring all confidential and important corporate information is stored safely and securely. This doesn’t necessarily mean locking it up and throwing away the key; in fact, an increasing number of corporate secretaries are using cloud-based entity management systems to ensure the security of the corporate record while also making it accessible to those who need it.
4 Ensuring the validity of the corporate record
Important organizational information doesn’t just have to be secure; it must also be accurate and up to date. One of the responsibilities of the corporate secretary for entity management is informing regulators and official bodies when company details change – such as when a director moves to a new house, when board membership changes, when there’s a structural change, when the official registered address changes and so on.
5 Holding responsibility for corporate disclosure
All those lovely acronyms we mentioned earlier – BEPS, FATCA, CRS – are just a few of the many requests regarding corporate disclosure that will end up on the corporate secretary’s desk. Among the responsibilities of the corporate secretary for entity management is handling corporate disclosure requirements; in other words, it is the corporate secretary, in conjunction with the general counsel, who is responsible for releasing all relevant information on a company that may influence an investment decision.
6 Holding responsibility for regulatory compliance
Disclosure is just one of the compliance-related responsibilities of the corporate secretary in entity management; it’s also the corporate secretary’s remit to ensure compliance with all local and international laws, regulations, listing standards and so on. This involves an element of risk management, too, as the corporate secretary must assess the risk of non-compliance versus the ability of the organization to meet all ongoing and one-off requirements.
7 Holding responsibility for official reporting
Part of that regulatory compliance remit is, of course, the responsibility to ensure all confirmation statements and other company returns are filed. This is likely to mean that the corporate secretary acts as an orchestra conductor within the organization, pulling in the relevant people and teams to get the information needed to compile regulatory reports in areas such as accounting, governance, employment, tax, environment, sustainability, and health and safety.
8 Overseeing shareholder and stakeholder relations
One audience that will want to see these official reports compiled and handled by the corporate secretary are shareholders and stakeholders, and it’s the corporate secretary who’s responsible for communicating with these two distinct groups. The corporate secretary compiles and sends reports and circulars to shareholders and trustees and will also be the point of contact for stakeholders, such as community groups and even employees – it’s often the corporate secretary who oversees pensions and employee share schemes.
9 Keeping up to date with regulatory or statutory changes
Of course, with all these responsibilities of the corporate secretary for entity management, it’s any wonder they have time left to keep up with the outside world! However, this is an incredibly important part of their role. The corporate secretary must keep up to date with any regulatory or statutory changes that might impact the organization, its responsibilities or its overall structure – and they must do this across all the jurisdictions in which there is an active (or inactive) entity.
10 Signing legal documents
Finally, the corporate secretary is an important signatory in an organization, and may get involved in contract management as well as day-to-day matters that require official sign-off. Once upon a time, that meant the corporate secretary’s desk would be full of papers needing their pen; today, eSignatures makes this responsibility for the corporate secretary in entity management much more efficient and streamlined.
Technology can support the responsibilities of the corporate secretary in entity management
Whatever the responsibilities of the corporate secretary for entity management, they will need to be supported by robust record-keeping in a highly secure manner. They not only need to maintain and store any documentation and entity data that is deemed relevant and important, but they also must ensure that information is readily available and easily accessible when stakeholders, regulators or auditors need to access it.
This is the reason more and more corporate secretaries are turning to cloud-based entity management software to support their day-to-day operations. Entity management software, such as that offered by Diligent, helps organizations to centralize, manage and effectively structure their corporate record to improve entity governance. This, in turn, helps to better ensure compliance, mitigate risk and improve decision-making through an integrated governance solution.
Diligent Entities enables the corporate secretary to store entity information, documents and organizational charts in a highly secure format to create a single source of truth for the organization and the wider group structure. The corporate secretary can manage the ongoing accuracy of the corporate record using compliance calendars, reminders and workflows for better data, and report on governance and compliance requirements and electronically file statutory forms into global regulatory bodies.
Get in touch and request a demo to see how Diligent Entities – and the wider Governance Cloud, with seamlessly integrated board portal and secure file-sharing platform – can help the corporate secretary fulfill their responsibilities for entity management, and surface the right information to the right people at the right time.