What Are Corporate Secretaries And What Functions Should They Fulfill?

According to Paul Marcela of Governance Partners Group, LLC, the responsibilities of the corporate secretary can be divided into six categories, many of which relate to the establishment and maintenance of corporate governance, that is, the set of practices according to which the company operates:

Their roles are usually:

– Structure, design, implementation and maintenance of corporate governance of the company: ensure that the board of directors and its committees operate according to articles of incorporation and other constituent documents of the company
– Development and improvement of corporate governance programs and processes: implement best corporate practices and conduct audit, evaluation and training programs for board members and executives
– Support for the board of directors and its committees: take charge of the meetings of the shareholders, the board of directors and its committees, acting as a liaison between the company’s stakeholders
– Recruitment and management of external providers of services for corporate governance, such as the management of agendas and solution providers for boards of directors
– Collaboration with the executive management team in order to plan and set objectives for the activities of the board of directors, the production of financial reports and press releases, and the management of corporate governance activities
– Management of governance as a legal entity: Ensure and verify that subsidiaries, joint ventures and non-US entities comply with the rules imposed by corporate governance.

An important part of the corporate secretary’s role involves communicating with multiple company entities, as well as keeping and supervising all the documents and files of the company, which include:

– Meeting Minutes
– Financial documents
– Legal documents
– Documents related to staff
– Internal communication
– And others, many of which are confidential or reserved

Because data has become a major concern in recent years, good governance requires the use of secure and efficient means to store and share files in order to minimize the risk of exposing board data or other data. confidential. The Sarbanes-Oxley Act of 2002, for example, seeks to improve corporate governance through the promotion of the independence of the board of directors and the imposition of new responsibilities for the audit committee of the board of directors. Numerous companies began to appoint independent external directors for their boards of directors (in fact, NYSE and NASDAQ even require a majority of independent directors in the companies listed on both exchanges, as described in this 2007 study of the Terry College of Business of the University of Georgia). This made the communications of the board of directors become more complex and less secure, since independent directors work from outside the main offices of the companies and may not comply with the best practices related to the information security of the company.

Preparation for ownership changes
Private companies can begin to go public or undergo a change of ownership. The corporate secretarial services Singapore must maintain the disposition of the company for sale, merger or stock exchange. This includes the preparation and maintenance of documents that demonstrate corporate governance and the authorization of the company’s transaction, as well as the appropriate financial documents.

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