A corporate secretary is a manager who performs a huge number of functions that are vital in the company’s activities. For this reason, in several countries, the presence of a corporate secretary in the company is mandatory, and the level of remuneration of these specialists is comparable to the top managers of the company.
General information about the position
Corporate secretaries are highly qualified lawyers with significant experience in law enforcement in the field of corporate relations, as well as in related areas of law, with high analytical, managerial, and organizational skills, able to make effective decisions in crises, and skillful mediators in solving problems, carefully delving into the essence client businesses that understand the need to keep confidential information confidential.
The main tasks of the corporate secretary are the effective implementation of the Company’s corporate policy, organizing effective interaction with shareholders, coordinating the company’s actions to protect the rights and interests of shareholders, and supporting the effective work of the Board of Directors and its committees.
To whom does the corporate manager report?
International standards of “best practice in corporate governance” recommend introducing into the documents of companies the requirement that the corporate secretary reports in his activities to the board of directors (chairman of the board of directors). However, in practice, it is difficult to achieve complete independence of a company employee from management: the rules of work schedule, the procedure for sending on business trips or at conferences, and the material support of the employee’s workplace are, as a rule, the same for all employees of the company. It is generally accepted that the corporate secretary is in double subordination: administratively he is subordinate to the sole executive body of the company, and functionally – to the chairman of the board of directors. The corporate secretary is responsible for the results of his activities to the board of directors and shareholders of the company.
Distribution of the functions of the corporate secretary between different divisions does not relieve the responsibility of the corporate secretary or the structure of the corporate secretary for compliance with corporate procedures.
To avoid a conflict of interest in conditions of dual subordination, the Code of Corporate Conduct recommends that a person acting as a corporate secretary avoid combining other official duties that place him in a subordinate position about management. However, the practice of many companies shows that such a combination is acceptable, provided that the procedure for appointing a corporate secretary by the board of directors is preserved. The functions of a corporate secretary may be assigned to an employee of the company also on the terms of internal combination.
Functions of the corporate secretary
The range of duties of this specialist includes:
- Collection of board meetings and moderation of these events.
- Participation in the implementation of the information disclosure policy.
- Ensuring the storage of corporate documents.
- Ensuring interaction with shareholders and participation in the prevention of corporate conflicts.
- Participation in the improvement of the system and practice of corporate governance in the Company.
- Ensuring the implementation of the procedures established by the legislation of the state and internal documents of the Company, ensuring the implementation of the rights and legitimate interests of shareholders, control over compliance with these procedures.
The corporate secretary also performs the functions of the secretary of all committees of the Board of Directors.