By 2031, the secretarial market will grow to $1.8 billion with an average annual growth rate of 3%. This rising demand reflects the increasingly strategic role of board secretaries, who go beyond administrative support to drive risk management, corporate strategy, and shareholder engagement.
Over the past few years, the role of the board secretary has undergone a significant transformation, evolving into a cornerstone of corporate governance. No longer confined to administrative tasks, today’s board secretaries contribute to such key areas as risk management, corporate strategy, and shareholder engagement.
But what does a secretary of a board do, and what challenges do they face? Let’s look closer at their essential responsibilities and the obstacles they navigate.
What is a board secretary?
A secretary of the board, also known as a company secretary, is central to the administration of well-functioning companies.
As a key link between the board, executive management, and external stakeholders, the board secretary ensures that governance remains on track, compliant, and aligned with the organization’s goals.
On top of that, one of their primary functions is to support communication so the board receives the necessary information —such as financial reports, legal updates, and risk assessments — before meetings and key decision points.
- Additional read: Learn about the role of the corporate secretary in our dedicated article.
What does a board secretary do?
The board secretary holds a unique and often critical role within an organization. Their responsibilities are central to the organization’s operations, therefore requiring diverse skill sets.
According to the CAF, over 60% of the most sought-after skills for board secretaries include corporate governance, strong communication skills, legal analysis, and strategic management. These abilities are critical as the position requires advising the board on best practices and risk management.
Other skills — such as finance, economic analysis, and language proficiency — are less frequently emphasized but still valuable in certain contexts.
Board secretaries must align their responsibilities with the regulatory requirements of regulators, shareholders, and auditors. These tasks include the following:
- Support of communication flow and negotiations.
- Maintaining detailed and correct meeting records.
- Upholding transparency in reports.
- Being unbiased and protecting the impartiality of decision-making.
- Ensuring compliance with governance and legal standards.
Ultimately, a board of directors secretary’s responsibilities are focused on connecting the board, executives, new board members, and outside stakeholders. They help keep communication clear, making sure everyone works towards the same goals.
Board secretary duties and responsibilities
The board secretary plays a key role in the success of a board of directors, handling much more than just preparing meetings and agendas. One of their main responsibilities is to make sure the organization follows all laws and regulations.
This is becoming even more important as compliance is now a top focus for many organizations.
According to the 2023 Thomson Reuters Risk & Compliance Survey, over 60% of risk management professionals list regulatory compliance as a top priority. Especially, when the stakes are higher than ever before.
IBM’s report “Cost of a Data Breach Report 2023” shows that the average cost of non-compliance is now over $5 million, which is higher than the average cost of a data breach.
Being legally informed, board secretaries can help companies avoid fines and protect their reputations.
Now, let’s delve deeper into the board secretary’s responsibilities.
| Duties and responsibilities | Description |
| Meeting agenda preparation | Works closely with board members, board chair, and executive director to develop meeting agendas focusing on key discussion topics. |
| Preparation and holding of board meeting | Organizes and oversees the smooth flow of board meetings, ensuring that all logistics, documents, and requirements are handled. |
| Minute-taking | Maintains the organization’s records, the proceedings of board meetings, context, deliberations, and voting outcomes. |
| Communication coordination | Is a primary contact for each board member, communicating meeting notices and sharing documents. |
| Corporate document management | Maintains accurate records of organizational information, including disclosures, reports, and governance documents. |
| Governance advisory | Keeps the board informed about regulatory changes and best practices in corporate governance. |
| Information hub for governance issues | Collects and reports governance-related information to support compliance and audits. |
| Action item tracking | Tracks and ensures timely completion of action items from meetings. |
| Regulatory compliance oversight | Monitors compliance with legal requirements and organizational policies to align the board’s activities. |
- For further exploration: how to organize a meeting as a secretary?
Role of the board secretary in governance
As corporate governance becomes increasingly complex, board secretaries play a vital role in implementing effective practices. Board secretaries play a vital role in organizational success by providing effective support in areas like corporate governance, risk management, and strategic planning.
Let’s break down the key areas where board secretaries can make a difference:
- Governance frameworks. The secretary of the board takes part in creating and implementing management practices. It involves drafting the organization’s bylaws and communicating the roles of other board members.
- Documenting processes and procedures. They maintain supporting documentation for governance processes and all meetings.
- Board reporting. The board secretary is responsible for timely preparation of comprehensive board reports.
- Management of agendas and minutes. The secretary creates meeting agendas taking into account the most important discussions and timings. To automate this task, they can use technology, namely board portals.
A survey by EY of 400 board directors in the Americas revealed a strong interest in technology in 2023. With 70% of respondents expressing a desire for more digital solutions, it’s clear that boards understand the benefits of technology in improving governance practices.
As expected, such demand has contributed to the emergence of digital company secretaries. These professionals handle documentation through board management software, improving workflows and communication.
- Tip: Learn how to write meeting minutes as a secretary in our article.
Board portals are useful corporate software that simplifies meeting setup, note-taking, and post-meeting follow-ups. Learn more about board portals and explore their benefits in our dedicated article.
How duties of the board secretary vary by organization type and size
Regardless of the organization’s type or size, the duties of a board secretary include similar tasks. However, there are still key differences depending on the organizational environment.
- Corporate organizations
Board secretaries need a strong grasp of corporate law and organizational dynamics. In addition to meeting logistics, board secretaries manage corporate records, including compliance filings with regulatory bodies. - Nonprofit organizations
The nonprofit board secretary’s responsibilities may slightly differ from their colleagues due to unique challenges in this domain. They must maintain compliance with nonprofit regulations, which can differ by state. This is essential for preserving tax-exempt status and good standing with regulatory bodies.
Additionally, the nonprofit secretary contributes to developing donor relations strategies. This demands transparent reports and documentation regarding how funds are used. - Small businesses
In contrast to their counterparts in larger companies, board secretaries in startups often have more responsibilities. Their understanding of daily operations helps connect board discussions to the real needs of the business. Plus, keeping an eye on KPIs ensures that board activities drive positive results for the company.
- Useful reading: how to run a board meeting?
Challenges faced by board secretaries
Board secretaries face rising regulatory demands, complex governance, and communication challenges. KPMG’s 2023 report highlights growing compliance pressures, especially in cybersecurity and risk management, which make adherence increasingly difficult.
Now, let’s take a closer look at some of the key obstacles they may face.
More complex regulations
Board secretaries often face the challenge of keeping pace with regulations like the Sarbanes-Oxley Act (SOX), GDPR, and new ESG disclosure requirements. Ensuring compliance with a multitude of laws and regulations is essential, but frequent changes are demanding.
- Solution: Engage in professional development through training sessions, webinars, and industry conferences. For example, the Chartered Governance Institute and the Governance Institute of Australia offer specialized training tailored to board secretaries and governance professionals. Also, join the network of peers on Quora, LinkedIn, or Reddit.
Crisis management
Corporate governance can be easily influenced by unpredictable factors. Everyone needs to have a clear understanding of their actions to take measures promptly.
- Solution: Develop a crisis management plan that outlines communication protocols, and decision-making procedures. Additionally, a succession plan should be in place to prevent the consequences of sudden leadership changes.
Accurate record-taking
Another challenge for the board secretaries is taking meeting minutes, especially for those new to this position. Moreover, legally compliant minutes demand time and precision.
- Solution: Utilize board management software to automate record-keeping. Its features such as automatic minutes generation, sharing, and approval with e-signature simplify the process. Additionally, it offers a safe and centralized place for storing records.
Managing diverse expectations
Employing people with diverse views can cause conflicts even during board meetings. The main problem arises when managing all these different expectations. The challenge for a board secretary is to remain impartial and ensure that the meetings will be productive, no matter the complexity of a discussion.
- Solution: Conduct pre-meeting surveys to gather information on agenda items.
Key takeaways
The role of the board secretary has evolved beyond administrative tasks. Today, they are strategic partners in corporate governance, guiding boards through complex regulations and maintaining communication channels.
As the duties of the secretary evolve and include more tasks, board portal software is rapidly becoming an essential tool. iDeals Board, a secure cloud-based platform, helps simplify board management by enhancing communication, facilitating secure document sharing, and improving overall efficiency.
The key benefits of iDeals Board include:
- Streamlined meeting management
- Compliance monitoring
- Efficient document management
- Automated minutes and record-keeping
- Secure, remote access to records
- Action tracking and reporting
iDeals Board also offers round-the-clock customer support via phone and email, ensuring prompt assistance whenever needed. Its user-friendly interface and straightforward navigation make iDeals Board a seamless platform for daily board secretary tasks.