Why the board secretary is key to your company

The role of the board secretary is central to the administration of well-functioning companies. Often, this is the responsibility of the CFO, the CEO, the Chair of the Board or a corporate lawyer. The board secretary has a lot of power and influence, and it is therefore important to have the right person in this role.

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

Difference between countries

One initial observation is that, while the core activities that fall to the board secretary are largely the same from market to market, there are nonetheless differences in certain aspects. 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.

Points to consider include:

  • What needs to be done ahead of the board Meetings?
  • What will the secretary be responsible for during and after the Meetings?
  • Which of the statutory tasks shall accrue to the board secretary and which to the CEO or Chair of the Board?

The position of board secretary is a powerful and influential one. Concerning the minutes, for example, what is recorded and what is excluded can be particularly significant for the company. 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.

Men frequently predominate

So, who typically occupies this role? 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 the smaller companies, the gender balance will reflect that between the CEO, CFO and Chairperson, since they are the ones who typically fill the role.

A time-consuming role

How much time does it take up? All board secretaries must be reckon on setting aside 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:
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. He or she must 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.

And there are other attributes that go to making a successful board secretary. We have come up with a useful checklist for this key function in partnership with the Norwegian Association of Board Member, download the list below.