Good corporate governance practices are the structure that helps corporations to abide by state and federal laws and protect their shareholders’ interests. Corporate governance also helps corporations prepare for legal risks as well as for sales, acquisitions and divestitures. The corporate secretary plays a key role in upholding these fiduciary duties for the corporation. Corporate secretaries have demanding and critical responsibilities that require them to be at the top of their game as they prepare for the many board meetings, audit meetings and committee meetings held throughout the year.
Efficient corporate secretaries maintain an annual calendar with all board meetings, committee meetings and audit meetings scheduled a year in advance. The annual calendar prompts the corporate secretary to add timely and significant items to the agenda to comply with laws and follow through with good corporate governance principles.
The Board Portal Is a Valuable Tool for the Corporate Secretary
A board portal saves the corporate secretary much time and energy because it electronically files all important documents. A board portal stores bylaws, meeting minutes, compliance documents, audits, directors’ and officers’ questionnaires, and more.
Packets for board meetings can be 40 to 500 pages long, so a board portal not only helps the corporate secretary stay well organized, it saves much time and money not having to copy and collate documents. Documents are also easier to retrieve and view on mobile devices for directors who are unable to attend meetings in person.
Duties of the Corporate Secretary
Corporate secretaries have so many important duties and responsibilities that it’s helpful to categorize them. The executive search firm ExecRanks places them into six categories:
- Structuring, implementing and maintaining corporate governance policies
- Developing the corporate governance program and developing and enhancing processes
- Supporting the duties and responsibilities of the board directors and committee members
- Engaging and managing corporate governance service providers
- Collaborating with the executive management team
- Managing governance pertaining to the legal entity
Setting Up the Boardroom or Meeting Space
It’s the corporate secretary’s job to make sure that the boardroom is available for the meeting or to set up another meeting space and notify all attendees of the date, location and time. As the meeting gets closer, the secretary should confirm use of the meeting space.
Many boardrooms are already stocked with equipment for meetings. The secretary needs to ask all presenters if they have any special equipment needs and accommodate their requests. It’s common for presenters to request items such as a whiteboard, flip charts, projector, easels, audio equipment, and teleconferencing or videoconferencing equipment. It’s also helpful to have smaller supplies like pens, paper, paper clips and a stapler on hand. Many boards like to have a table with cold water and cups available.
Developing and Preparing the Board’s Agenda
Corporate secretarial duties literally begin immediately after a board meeting ends and continue until the next meeting gets called to order. After a board meeting ends, the secretary gets to work preparing the board meeting minutes while the information is fresh in mind. The board chair proofreads them, and they will then be ready for formal approval at the next board meeting.
Approving and recording meeting minutes is a legal requirement for which the secretary is responsible. Meeting minutes may also be subpoenaed for legal action or an audit, so it’s important for the secretary to make sure the board remains in compliance with meeting minutes.
In the weeks or months before the next meeting, the secretary gathers reports and other materials in preparation for it. A couple of months before the board meeting, the secretary should review the previous board agenda and minutes and start developing the new agenda.
The corporate secretary begins the process of developing the agenda by having a meeting with the board chair and executive CEO. The board chair or CEO typically writes a summary overview highlighting important board agenda topics.
It’s common to place routine items like approving the minutes and the financial report at the beginning of the agenda. Many boards use a consent agenda where multiple items can be approved with one vote.
The secretary should request committee reports, special reports and agenda items about four to six weeks before the meeting. Any items that will require a vote should be followed by a short description of the item.
It’s also helpful for the secretary to add notes to the board chair’s and CEO’s copies as reminders. After calling the meeting to order, the board chair will want to point out rules for the meetings, such as silencing noises from electronics, leaving or joining the meeting, and other meeting etiquette issues.
If there will be any special presenters or guest speakers, the corporate secretary will want to speak with them ahead of time. The conversation should cover whether they need any special equipment, where they will be speaking in the agenda, and any time constraints.
Final Preparations for Board Meetings
In the few weeks before the board meeting, the corporate secretary must pull it all together. After a final call for all reports, the secretary needs to send out board books in time for board directors to review them or notify them electronically that the board books are available for review in the electronic board portal. Board directors should have a complete board meeting handbook either in hard copy or on the portal within seven days of the meeting date.
It’s wise to prepare extra paper handouts of materials for agenda items that will require much discussion so that directors will have information for quick dispersal.
The board chair and CEO will most likely want to do a final pre-meeting review of the agenda and make any final additions or changes.
In a perfect world, board directors will have responded to the corporate secretary whether or not they will attend. In most cases, the corporate secretary will have to make contact with all or most directors to confirm their attendance. This is important because the board chair will not want to hold up a meeting for a director who is not planning to attend.
Set up a basic outline for the minutes and make sure any recording devices are ready to go. Secretaries can set up a basic outline or template for board minutes in the board portal or on a computer program to streamline this task.
The final step is the most important one. Do a mental run-through of the meeting. If you’ve missed any important tasks along the way, you’ll likely discover them during your run-through.