Corporate governance is experiencing a fundamental shift, shaped by evolving board leadership dynamics, regulatory pressures, and the growing demand for transparency. Historically, corporate secretaries executed merely administrative tasks, but their position has now evolved into a comprehensive leadership role. There are three consistent factors involved throughout the operations of most boards of directors:
- Institutional investors necessitate increased engagement.
- There’s a growing emphasis centered around corporate sustainability.
- Boards are expected to have a firmer grasp of a broader scope of topics, such as cybersecurity, human capital, or company culture.
As these challenges intensify, the corporate secretary must ensure governance excellence, regulatory compliance, and strategic board operations. As a result, the impact of these various aspects necessitates the need for a corporate secretary to be industrious and diligent in carrying out their duties.
In this article, we explore the main roles and responsibilities of corporate secretaries with examples of best governance practices and tips for performing tasks efficiently.
What is a corporate secretary?
A corporate secretary, sometimes called a compliance officer, is a senior position in a public or private company responsible for the administrative operations of the board of directors and senior management.
In particular, this board assistant ensures the business adheres to its governing framework, chooses the right stakeholder and shareholder model, and follows all statutory and corporate regulations.
Though often used interchangeably, the terms “corporate secretary” and “company secretary” can carry distinct meanings depending on the region.
- The corporate secretary fulfills a dual role in the United States and other regions through governance administration and compliance oversight while serving as a regulatory strategist for company policy implementation.
- Company secretaries in the U.K. and certain Commonwealth countries uphold legal and fiduciary duties and require professional qualifications coupled with regulatory certification.
In many jurisdictions, appointing a corporate secretary is not just a best practice but a legal requirement. For example:
- United States. The Securities Exchange Act of 1934 and Sarbanes-Oxley Act (SOX) of 2002 place significant compliance responsibilities on corporate officers, including corporate secretaries, particularly for public companies.
- United Kingdom. Under the Companies Act 2006, all public companies (PLCs) must appoint a company secretary who meets specific qualifications. While private companies are not legally required to have one, many choose to do so for governance and regulatory adherence.
- European Union. Various national corporate governance codes align with the EU Shareholder Rights Directive II, which emphasizes transparency and shareholder engagement — key areas overseen by corporate secretaries.
What is the role of a corporate secretary?
The most telling thing about the corporate secretary role’s importance is that corporate laws require organizations to appoint a secretary.
Regarding the very nature of this role, it lies in the following:
- Ensuring the board has the proper advice and resources to carry out fiduciary duties accurately
- Recording minutes of the board’s actions
- Making sure meetings are appropriately documented
- Overseeing regulatory filings and compliance with laws such as the Securities Exchange Act (U.S.) or Companies Act (U.K., India, and others)
- Facilitating board evaluations, advising on best governance practices, and keeping directors informed on compliance updates
- Supporting the development of policies that promote ethical business practices and accountability.
- Being a mediator between the board, shareholders, and regulatory bodies
Noteworthy is that in recent years the responsibilities of the secretary have increasingly focused on corporate governance, which includes being a trustee for the board of directors, advising on duties and logistics, and maintaining documentation following legal requirements.
What does a corporate secretary do?
The corporate secretary ensures a company stays compliant, supports governance, and maintains strong stakeholder relationships. More than handling administrative duties, they play an active role in facilitating key decisions. A corporate secretary’s primary duties and responsibilities are the following:
- Regulatory compliance and gatekeeping. One of the primary corporate secretary governance responsibilities is ensuring the company complies with the regulations set by the governing bodies outside the company. This way, the corporate secretary serves as the company’s gatekeeper.
- Board oversight and governance integrity. A corporate secretary’s primary duty is to guarantee that a board of directors and top management handle all business matters with transparency, integrity, and accuracy.
- Stakeholder engagement and corporate cooperation. This person ensures that the company’s management works effectively and cooperates with stakeholders in good faith.
Corporate secretary responsibilities
A corporate secretary is trusted with maintaining corporate records, supplying the board with resources, creating meeting minutes, and other matters for the board and its committees. Furthermore, they are in charge of ensuring that the company’s governance framework is appropriately developed, established, and maintained. Corporate secretaries are also responsible for overseeing legal entity management, developing and improving the company’s governance program, conducting training and development of the board, collaborating with executive teams, and bringing new directors on board to assist the board.
Of the issues that boards need a firm hand on, cybersecurity sheds light on the integral nature of a corporate secretary.
Cybersecurity was initially meant for corporate IT and security reviews. At most, these discussions would be brought forth once per year with an audit committee. In today’s landscape, the board must be honed into cybersecurity—given the growth of risk factors. As such, nowadays, the board must be privy to a steady stream of reports from the CISO.
Furthermore, many boards of directors have begun bringing on cyber experts as well as establishing cybersecurity committees.
Without the corporate secretary, directors can’t keep a firm grasp on these matters.
As such, corporate secretaries have access to an array of opportunities to engage with a growing list of sectors of an organization. This results in an influx of new responsibilities, which helps these individuals grow as leaders within an organization.
So, here’s what duties and responsibilities of a corporate secretary look like today:
Maintaining corporate records
Corporate secretaries are responsible for maintaining corporate documents such as disclosure information, compliance with state laws, stockholder correspondence, stock issues, and proxy statements.
Moreover, a company secretary must keep reliable accounting records since it’s a primary defense against audits and external investigations from investors. Otherwise, missing documents or noncompliance filings lead to financial penalties accompanied by serious harm to an organization’s reputation.
Supplying the board with resources
When a board, committee, or CEO needs good advice, board materials, or guidance, the corporate secretary is the first person they turn to. If there are no answers or solutions, the secretary must find them.
Creating meeting minutes throughout the board and committee meetings
Setting the agenda and creating corporate meeting minutes are among the key secretary responsibilities for board transparency and governance compliance.
Making sure the company’s governance framework is appropriately developed, established, and maintained
The governance framework usually includes the board and board committees. The committees, in turn, encompass the finance, audit, compensation, disclosure, and risk management committees.
In addition to setting up the structure, a corporate secretary makes sure that governing policies stay in line with compliance, ESG, and risk management. They do this by incorporating new regulations, giving advice on sustainability reporting, and improving oversight of risks.
Overseeing legal entity management
The corporate secretary supervises legal entity governance management, ensuring all board members adhere to the regulatory and statutory requirements, the company’s articles of association, bylaws, and other founding documents.
Developing and improving the company’s governance program
Companies need to ensure that their management programs keep up with market changes. The secretaries are responsible for reviewing and developing these programs and adjusting them to the best governance practices.
- Incorporating board portal software into the governance program setting can greatly benefit the work of the corporate secretary. Secure document sharing combined with automated compliance tools via board management systems allows for simplified reporting while giving leadership quick access to governance data.
Conducting training and development of the board directors
Corporate secretaries oversee the administration of board evaluations, conduct corporate governance audits, resolve succession planning issues, and support directors’ education, training, and initiatives.
Collaborating with executive teams
Since corporate secretaries are agenda drivers, they must work with directors and the executive committees to prioritize subjects for discussion. They work closely with directors and executive teams to prioritize important agenda items, ensuring decisions align with governance requirements.
Beyond that, they assist with financial press releases, annual reports, and insurance policy reviews, always keeping compliance and corporate responsibility top of mind.
Bringing new directors onboard
Per the Harvard Business Review, 32% of executives are unimpressed with their onboarding experience. Poor onboarding leads to higher turnover with executives, which can cost a company up to 213% of a parting executive’s salary. Boards can’t afford to allow their directors to have a bad onboarding experience. New directors aren’t going to turn up 100% prepared and rearing to go.
Preparing new directors requires considerable effort — especially if it’s their first time on a board. Instead, in addition to legal duties and liabilities, fresh members must grasp the gravity of their increased expectations and responsibilities.
This is where corporate secretaries play a critical role, not just in onboarding but also in broader executive succession planning. They ensure smooth transitions by organizing structured onboarding programs, facilitating mentorship opportunities, and providing ongoing governance education.
Ensuring that the above issues are handled promptly and efficiently falls into the hands of the corporate secretary. They’ll help with providing additional educational opportunities, for instance.
Skills and qualifications of a corporate secretary
Successful corporate secretaries should have finely-honed skills and high qualifications to bring maximum value to the company and its business goals. Here are some of their core skills:
- Integrity skills. The company relies on the secretary as a reliable person who ensures a clear governance structure and adherence to federal laws. Therefore, a secretary’s strengths should be honesty and integrity.
- Organization skills. A good corporate secretary should be adept at coordinating work processes, facilitating board communications, attending board meetings, taking minutes, and record keeping.
- Communication skills. Excellent communication skills are the ability to clearly communicate the directors’ positions in writing and verbally. In addition, it is common for secretaries to conduct shareholder meetings to communicate the directors’ decisions.
- Objectivity skills. The ability to keep an objective perspective is a crucial skill as secretaries are the intermediary between the board of directors and management. This is especially valuable in cases of disagreement and disputes between members.
- Critical-thinking skills. A corporate secretary plays a leading role in developing and implementing practical and generally acceptable solutions. They should operate within the framework of the law and tax implications appropriate to the company.
Corporate secretaries are often business professionals or lawyers who have completed extensive corporate governance training. Also, knowledge of accounting and business administration is essential for the effective fulfillment of the responsibilities of a corporate secretary.
It is noteworthy that sometimes the role of corporate secretary on a board of directors is performed by an expert board member or a corporate attorney because they have in-depth knowledge of state corporation laws and corporate governance.
Main challenges
Due to many board responsibilities, secretaries often find themselves under pressure. As a result, the effective performance of job duties of a corporate secretary may be impaired due to the following complex challenges:
- Managing conflict of interests. A conflict of interest arises when a board member has several interests affecting their actions and voting on the board. Although failing to report a situational conflict may not constitute a criminal offense, it may result in a civil action against the director. A secretary can meet this challenge by communicating potential conflicts, preparing effective board resolution procedures, and restricting unacceptable forms of private interest.
- Handling sensitive information. Each director has a duty of confidentiality to the corporation. However, the secretary should comply and protect the company from data breaches, which is often a real headache. For exceptional end-to-end protection of confidential information, secretaries benefit from board meeting software, a solution packed with sophisticated bank-grade security mechanisms.
Best practices for corporate secretaries
The ever-changing dynamics in the boardroom force secretaries to seek new knowledge and skills. The following are some of the best practices for secretaries who want to give their board members more:
- Stay equally close to the CEO and the board chair. After all, you serve not only the executive management but the entire board.
- Maintain a professional distance from all board members. Be impartial to grow to be trusted by other members.
- Contact committee chairs regularly to discuss agendas for the rest of the year. This helps you adapt agendas to changing circumstances.
- Make a move when you think board decisions are poor or have other worries. Talk to the chairman, CEO, or senior independent director.
- Remember that a good secretary is well-organized. So improve your organizational skills to help the entire board become a disciplined team.
The role of corporate secretaries will keep flourishing in the boardroom
Despite the existence of their SEC disclosure and subsidiary management responsibilities, corporate secretaries are primarily focused on board work in today’s climate.
Experts predict that the role will continue to center around the boardroom. When something matters to the CEO, it becomes a top priority of the corporate secretary. And anything board-related concerns the CEO.So, it’s no surprise that corporate secretaries are becoming an increasingly valuable asset in any boardroom.
As artificial intelligence (AI) adoption, regulatory scrutiny, and environmental, social, and governance (ESG) compliance reshape corporate oversight, their role is more critical than ever.
With corporate governance now at the intersection of technology, regulation, and sustainability, corporate secretaries must integrate new frameworks and keep boards aligned with emerging mandates.
Artificial intelligence, for instance, is increasingly being used to enhance risk management and compliance, yet regulatory uncertainty is slowing its adoption. Nearly seven in ten companies are delaying AI investments due to evolving legal frameworks, requiring corporate secretaries to establish clear policies, advise on ethical considerations, and ensure responsible implementation.
At the same time, regulatory scrutiny is tightening as governments push for more transparency and board accountability. With enforcement actions against directors on the rise, corporate secretaries must guide boards on legal and regulatory requirements, and reinforce governance frameworks on the prevention of financial and reputational risks.
Beyond compliance, sustainability is now a key governance issue, no longer just a choice but a requirement. As of 2025, the EU’s Corporate Sustainability Reporting Directive (CSRD) requires 50,000 companies to report ESG data. Meanwhile, institutional investors also prioritize ESG ratings when assessing business value through sustainability indicators.
Key takeaways
- The key, but not all, roles and responsibilities of a corporate secretary cover keeping records, communicating with boards and committees, ensuring compliance, and bringing new directors onboard.
- Ensuring corporate governance and compliance is integral to the secretary’s role since it determines the company’s life from a legal standpoint.
- The position of corporate secretary hides some challenges, but knowing how to approach them can turn challenges into strengths.