Corporate Governance Forum: The changing role of the corporate secretary

Experts on a panel at Governance Intelligence’s recent Corporate Governance Forum in New York looked at the evolving role of the corporate secretary, which has come a long way – though perhaps not far enough to warrant a change in title.

The workload of corporate secretaries has expanded significantly in recent years as they ensure the smooth and effective functioning of the board and, through that, the company at large.

Richard Gluckselig, associate general counsel and assistant corporate secretary at Regeneron Pharmaceuticals, noted that the position had traditionally been primarily focused on administrative tasks such as taking minutes at board meetings. Those duties remain an important part of the job but over the past several years additional work has been added – to the extent that the corporate secretary position should be thought of as strategic role, he said.

For example, shareholder engagement has become a more important activity for companies and one that the corporate secretary will often spearhead, Gluckselig added: ‘I would think of the role more as a business executive with corporate governance expertise.’

Corporate secretaries also now fulfill a variety of other key functions that have in themselves gained greater prominence in recent years. These include board assessments, director education and training, preparing the proxy statement, succession planning, ESG, entity management and helping manage technological changes.

But are they appreciated? Gluckselig commented that directors understand the importance of the work corporate secretaries do. For example, there has been a growing recognition by boards of the value of shareholder engagement and, in turn, the value of corporate secretaries keeping the board updated on feedback. Directors also appreciate the work that goes into helping them be elected by healthy margins.

Fellow panelist Michael Brown, vice president, assistant general counsel and corporate secretary with The New York Times, agreed that directors mostly understand the corporate secretary’s role. But he added that sometimes there can be a need to educate management – generally those below the level of CEO or CFO – who see the title ‘corporate secretary’ and don’t know what it entails. Informing management about this ‘can go a long way toward making the role more strategic,’ he said.

The panel discussed ways to ensure the corporate secretary is valued within the organization. Among other things, this can involve ensuring that board meetings run smoothly so that management and the board can do what they need to do, Brown observed.

He also noted that, from a strategy perspective, corporate secretaries are responsible for information of value that gets to the board. ‘We’re in a unique position where we can see from the top level what is important to the company,’ and often play a gatekeeper role when working in areas such as ESG, engagement and enterprise risk management that involve cross-functional collaboration, Brown said.

One consequence of the corporate secretary’s evolving role is that some ask whether it should be formally separated from that of in-house counsel. Gluckselig commented that there is no one right answer and that consideration must be given to specific situations, such as the size of the company and the governance resources available. He added that consideration should be given to attorney-client privilege within the company. Some observers believe it would be cleaner to separate the roles so that the general counsel advises the board on legal matters and the corporate secretary advises the board on governance matters, but that doesn’t mean it is necessary for every company, he said.

Some observers have also questioned whether the title of ‘corporate secretary’ is still fit for purpose, although there appeared to be little urgent appetite among the attendees for change – or strong candidates for alternative titles.