What Does It Mean to Be the Secretary of the Board of Directors?

The secretary of the boards should be well networked and have organizational and communication skills, creativity, business management expertise, and a quick grasp. So, what are his functions?

The purpose of the secretary of the board of directors

The corporate governance principles recommend introducing the position of corporate secretary to establish effective organizational and information support for the activities of management bodies and correct information to shareholders and others about the company’s activities. It is envisaged that this person will be appointed and subordinated to the board of directors. Among the main tasks of the corporate secretary are, in particular:

  • ensuring the preparation and holding of the general meeting of shareholders, meetings of the supervisory board, and the executive body;
  • ensuring the provision of timely and reliable information about the company to the company’s bodies and shareholders;
  • storage of company documents, including maintaining the company’s archives;
  • liaison with shareholders, including clarification of their rights to shareholders, and consideration of shareholders’ complaints about violations of their rights.

A board secretary is responsible for establishing a proper and effective exchange of information between the company’s governing bodies, shareholders, and other stakeholders. It is a person who takes care that the company conducts its activities efficiently and legally. The introduction of the position of corporate secretary is an essential step towards solving these problems, as the main idea underlying this concept is the creation of an information center, which would concentrate all critical data about the company.

The board secretary is the link between the board of directors and management and much more than the legally required minute-taker. Due to the close cooperation with the highest management and supervisory body, the following requirements are often made of the secretariat:

  • discretion
  • interpersonal and organizational skills
  • quick perception
  • networked thinking and organizational talent with higher business or legal education and training.

The corporate secretary must have training in many areas, from office work to law. This level of training ensures the effectiveness of all management of the company.

Preparing to board meetings

In addition to taking minutes, the secretary is responsible for organizing and supporting the executive committee. It includes preparing meetings for the board of directors and committees, pending checks, changes in the commercial register, and maintaining the master files, regulations, and directives. The secretary prepares everything to hold the board meetings optimally and efficiently. It includes selecting and preparing a suitable meeting location, including the appropriate infrastructure such as a screen, beamer, and other necessary tools. He ensures that other meeting participants, such as members of management, external speakers, or the auditors, are at the right place on time, do not simply burst into the meeting but are welcomed and directed to the meeting room in good time for their assignment.

A board secretary prepares the agenda and the meeting together with the chairman. Sometime before the meeting, he sends him a proposal for the agenda, which results on the one hand from the standard agenda items, on the other hand from the annual plan, and thirdly from the pending items of the previous meetings. The chairman of the board weights, deletes, and supplements. Approximately 10 days before the meeting, the secretary prepares the definitive meeting invitation with the agenda based on this input and compiles the enclosures to be sent to the members of the board of directors in paper form or made available electronically one week before the meeting.