Why the board secretary is key to your company

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The role of the board secretary is central to the administration of well-functioning companies. The board secretary also has a lot of power and influence and provides critical support and advice to both board directors and executive management teams- so it’s vital to have the right person in the role. 

2.November 2022
Written by Admincontrol

As a facilitator of board work for thousands of companies across a variety of markets, Admincontrol can offer several insights into the role of board secretary.  

The role of the board secretary is central to the administration of well-functioning companies

What is a board secretary? 

A board secretary, sometimes also called company secretary, is the person  responsible for ensuring that a board operates efficiently and compliantly. They perform several activities that include:  

  • Planning and convening board meetings 
  • Compiling board packs 
  • Ensuring that meeting minutes are properly recorded 
  • Keeping board records 
  • Onboarding new directors 
  • Managing sign-off on decisions made by the board 
  • Ensuring the organisation is compliant with relevant laws. 

Find out more about the role of the board secretary in our Ultimate Guide to how a board of directors works.

Why is the role of board secretary important? 

The position of board secretary is a powerful and influential one, providing an important source of information and guidance of the board.  

Consider these important questions:  

  • What needs to be done ahead of board meetings? 
  • What needs to happen during and after meetings? 
  • Which of the statutory tasks shall accrue to the board secretary and which to the CEO or Chair of the Board? 
  • Who ensures our board processes are compliant with company policies as well as external regulations and laws?  

The board secretary is key in making sure all these questions are answered simply and efficiently. They also make important decisions about what should be recorded and what should be excluded. It is often argued that the ideal board secretary should be an objective outsider; not a board member, with no voting rights, and with no agenda other than to organise effective board meetings and facilitate sound governance. 

Is there a difference in the role of the board secretary between countries?  

While the core activities that fall to the board secretary are largely the same from market to market, there are differences. In the UK, for example, the company secretary role is a statutory one, with broad responsibilities covering company law, finance, governance and strategy. Conversely, in the Nordics, the board secretary’s role is not defined in law – but it remains important to identify a candidate with the right qualities to take on the tasks that come with the job. 

Who usually fulfils the role of board secretary?  

So, who typically occupies this role of board secretary? In SMEs, the board secretary’s tasks are often split between several people. The Managing Director and Chair of the Board often share the responsibilities and tasks that arise in dealing with specific issues. In larger companies, the board secretary role is usually more tightly defined and assigned to a third party, commonly the CFO or a corporate lawyer. Such positions are predominantly occupied by men, especially in the larger companies. In smaller companies, the gender balance will reflect that between the CEO, CFO and Chairperson, since they are the ones who typically fill the role. 

How much time does a board secretary need to do the job? 

All board secretaries must set aside the right amount of time for the work involved – especially when new to the role, when they need to fully acquaint themselves with the minutes of board meetings and the AGM. Beyond this, from what we see, the busiest board secretaries are those in the parent companies of groups, where board work often also involves analysing reports from subsidiaries and monitoring their status. In practice, this equates to performing the board work of several companies at once. In such cases, we may be talking about a day or two per week. 

In our experience, the following are key attributes of a successful board secretary: 

1: The ability to multitask 

You need to be able to keep several balls in the air at once – preparing meetings, while ensuring that everything is up-to-date and coordinated with the management. 

2: Communication skills 

[Text Wrapping Break]You need to be good at dealing with several tasks at the same time and communicating effectively, so that the people you are working with know what their priorities are. 

3: The ability to listen 

It is important to be able to listen, as well as to seek clarity and explanations about deadlines and limits. 

4: Insight and understanding 

The board secretary must have a good insight into and understanding of how the company works. They must be able to translate management theory into practical frameworks and procedures for the organisation. 

5: Organisational skills 

The board secretary must possess a good sense of order and be accurate and precise. You might also like our ebook, The Ultimate guide to boardroom efficiency, which includes further advice on maximising board room productivity and the advantages of board portals for company secretaries.

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