What is a Corporate Secretary?

A corporate secretary is a senior officer within a corporation responsible for ensuring the company’s governance practices comply with legal, regulatory, and ethical standards. They act as a liaison between the board, shareholders, and management.

Besides their administrative tasks, the corporate secretary also ensures the board’s operations run smoothly, oversees statutory compliance, and maintains critical corporate records. In many jurisdictions, a secretary is a mandatory position.

What are the responsibilities of a corporate secretary?

The duties of a corporate secretary are multifaceted, typically depending on the organization they work for. Their key responsibilities include:

• Organizing and documenting board and committee meetings. They draft agendas, record meeting minutes, and distribute relevant materials.
• Ensuring the company complies with applicable laws, such as the Companies Act or Securities Exchange regulations.
• Filing annual reports, maintaining statutory registers, and managing regulatory disclosures.
• Coordinating annual general meetings (AGMs) and special meetings.
• Maintaining accurate records of board resolutions, meeting minutes, and governance policies. 
• Assisting the board in identifying and mitigating governance risks.

What are corporate secretary qualifications?

To fulfill their role effectively, a corporate secretary must possess a blend of education, certifications,  and skills. Some general qualifications include:

• Educational Background: A corporate secretary typically holds a bachelor’s degree in relevant fields such as Law, Business Administration, Finance or Accounting, or Corporate Governance. For higher-level roles, a master’s degree in Business Administration (MBA) can provide an additional edge. 
• Professional Certifications: Secretaries are expected or required to hold certifications to demonstrate their competence. Examples include:
  • Chartered Secretary (CS)
  • Governance Professional Certification
  • Certified Public Secretary (CPS)
  • Institute of Charted Secretaries and Administrators (ICSA) Membership
• Skills: Having technical and soft skills is important for corporate secretaries to manage the complexity of their role. Ideally, one should have:
  • Comprehensive knowledge of local and international corporate laws, stock exchange regulations, and industry-specific governance requirements.
  • Proficiency in drafting, interpreting, and implementing bylaws, charters, and board policies.
  • Expertise in board operations, shareholder relations, and AGM protocols.
  • Ability to assess risks, resolve disputes, and ensure the board adheres to its fiduciary duties.
  • Capacity to build and maintain relationships with board members, executives, shareholders, and external regulators.
  • Proficiency in planning and managing the logistics of meetings, document filings, and record-keeping systems.

Is a corporate secretary an executive officer?

The status of a corporate secretary as an executive officer varies depending on the organization and jurisdiction. For instance, in many corporations (e.g. largely publicly traded entities), the corporate secretary is considered an executive officer. They often report directly to the CEO or the board.

In small organizations, however, they usually function in a more administrative capacity without the formal designation of an executive officer.