Why is a corporate secretary crucial for your board succession planning?

board succession planning
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Why is a corporate secretary crucial for your board succession planning?

Updated: June 19, 2023
11 min read

Any board member is well aware of the value brought to the table by their corporate secretary. It takes a rare kind of person with a versatile, finely-tuned skill set to handle the always-in-flux moving parts of the role.

Included in that list of attributes are highly sought-after traits such as being immaculately organized, a prompt problem solver, and a savvy, critical thinker. Plus, there’s the need to stretch a lot into a little, meaning creativity and resourcefulness are a must for the position.

Beyond that, a corporate secretary must be an exemplary communicator. And they must grasp an array of intricate legal scenarios that help keep boards – well – above board.

So, what then happens when these fantastic employees end up having to leave an organization?

Too often, the board of directors is left scrambling, wondering what kind of tornado sent them in disarray. Suddenly they’re scouring every black book and recruitment agency to find someone with that rare expertise. And, unfortunately, such efforts fail very often.

According to KPMG’s survey of 2,300 board directors, 69% of boards struggle to find members with general business expertise and specific experiences, like corporate secretaries. Also, 55% of boards have difficulties identifying future talent needs.

But if they just had utilized succession planning and board refreshment, their new corporate secretary would have already been prepared to fill the coveted spot. Although 77% of boards confirm that succession planning is the most successful mechanism for effective board composition, only 33% have such a plan.

Cultivating a high-performing board

Delving into succession planning

A board succession plan is a strategic document that ensures the seamless transition of board members over time while maintaining the continuity and success of the organization.

In general, throughout organizations, succession planning can be a crucial facet when grooming internal talent in more subordinate positions into the leaders of tomorrow.

It’s a motivational practice that keeps those younger talents focused on the big picture. In fact, 94% of employers who were surveyed claimed the implementation of succession planning provides a boost to their employees’ overall engagement levels.

Most importantly, it ensures the high-performing individuals on those succession plans are aptly prepared for when it’s time to move into a more prestigious role.

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Benefits of board of directors succession planning

Board succession planning provides several benefits for board directors.

Leadership transition and business growth alignment

Jane Stevenson, Korn Ferry’s Vice Chairman of the firm’s Board & CEO Services practice, says board talent and strategy alignment is the second most critical challenge to today’s boards. Board’s expertise struggles to keep up with rapidly evolving business trends.

A successful board succession planning policy can mitigate these recruitment challenges and ensure the sustainability of the organization since it:

  • Aligns the board secretary’s experience needs with business trends.
  • Maps the best candidates based on the company’s long-term strategy and market conditions.
  • Ensures seamless leadership transition and timely response to digitalization, ESG, and other governance challenges.

Reasonable board turnover

A comprehensive board succession plan contributes to a successful board turnover:

  • Mitigates spontaneous secretary role transitions.
  • Minimizes the negative impact of unexpected role transitions.
  • Calibrates turnover practices to maximize shareholder value and organizational performance.

According to SpencerStuart, wise medium board turnover results in 0.37% higher firm performance and shareholder returns in S&P 500 companies. It is about $1 billion in value for three years.

Higher board diversity

Recently published NASDAQ’s board diversity rules require boards to onboard more diverse members, including women and individuals from underrepresented communities. 

Still, diversity implementation will take time. Thus, Deloitte expects women board members to take parity with men only in 2045

However, a reliable and effective board succession plan helps increase board diversity much faster and much more efficiently because it:

  • Prioritizes diversity in the board succession agenda.
  • Aligns diversity needs with business performance and strategic growth.
  • Ensures proactive efforts for recruiting qualified director candidates from underrepresented communities.
  • Addresses aging workforce and Gen Z talent issues.

Higher shareholder trust

Boards traditionally fall short in digital transformation, ESG, and other crucial topics that shape today’s organization’s success. For instance, Harvard Business Review emphasizes that average firms lose up to 50% of digital opportunities

As a result, shareholders pay significant attention to board composition and succession planning to ensure companies do their best for business growth. A robust succession planning strategy helps boards gain shareholder trust as it:

  • Demonstrates the company’s long-term success vision.
  • Ensures leadership continuity.
  • Aligns board member skills with shareholder expectations.

Check this comprehensive ESG compliance guide to establish better relationships with ESG-oriented shareholders.

Board of directors succession planning process

We have gathered the best industry practices to formulate reliable and actionable board of directors succession planning steps.

1. Establish a nominating and governance committee

A nominating and governance committee is a group of board members that oversee the board succession planning process and individual leadership transitions. 

This committee reviews board member roles, recruits new members, develops succession plans, and ensures leadership continuity. Here is the list of activities that fall under the nominating committee’s responsibility when developing a secretary succession plan:

  • Evaluating the board’s current capabilities and addressing board refreshment.
  • Identifying the key roles and responsibilities of the future secretary.
  • Evaluating the secretary’s competence and efficiency.
  • Developing leadership transition timelines.
  • Recruiting and maintaining effective leadership.

2. Evaluate the director’s departure impact

Develop scenarios for planned and unexpected secretary departures. Address the following succession planning questions:

  • How long can your organization function without a corporate secretary?
  • Who can take on the secretary’s responsibilities in case of an unexpected departure?
  • How does the secretary’s absence affect your organization’s ESG plan?

3. Search for new talents

Take a systemic approach to the recruitment process and start as early as possible — preferably a year in advance. Note that it takes between 12 and 24 months to recruit new board members, according to the Giving Institute.

  • Develop a secretary candidate profile based on desired skills, experiences, backgrounds, diversity requirements, and other criteria.
  • Organize a conference dedicated to internal and external candidates for the role.
  • Evaluate candidates using interviews, skill assessments, and sample tasks to see whether their experiences meet your expectations.

4. Emphasize the onboarding process

Many corporate boards view succession planning as simply setting term limits for board members. However, term limits alone don’t produce desired results since up to 46% of board member transitions become disappointments in two years.

High-performing boards emphasize the secretary’s onboarding process to ensure their adaptation and smooth performance in the future. This process should take multiple stages.

Before the incumbentGather and organize board materials required for the new secretary. 
Incumbent dateIntroduce qualified candidates to the board directors and the executive team, explain their roles and responsibilities. Explain the board culture and organization’s strategic objectives, and make facility tours.
Board trainingLet the new secretary access your workspaces and learn your corporate governance documents, protocols, and procedures. Let them participate in several board meetings and understand the process in your organization firsthand.
MentorshipLet your new secretary work with a mentor (Ideally, the current secretary) to support a smooth role transition. Incorporate job shadowing and introduce the new secretary to the consent agenda and other high-performing board practices.
Performance assessmentEvaluate the new secretary’s performance regularly to understand whether they’re a good fit for the role.

Board succession planning best practices

You can benefit from the following practices to complement your succession planning process:

Approach board succession strategically

High-performing companies take a strategic approach to board succession planning:

  • Make board succession a priority for a nominating committee. It should adopt a continuous planning process discussed regularly by the full board.
  • Set tenure expectations. Design tenure limits for secretaries and see how they align with other upcoming vacancies. 
  • Ensure leadership continuity. Consider other board member departures while planning secretary turnover so that someone within the team can temporarily take on the secretary’s responsibilities.
  • Plan for the secretary’s departure ahead. Start preparing for a secretary’s retirement in advance based on regular skill assessments. Identify the candidates’ best skills and experiences to match the current and future needs of your organization.

Conduct regular skill assessments

Organizations achieve the best board succession outcomes when assessing the board’s collective performance and individual directors.

Qualitative and quantitative assessments help measure how board secretaries fulfill their duties and whether they have relevant expertise. 

Board effectiveness practices will also help bridge the gap between directors’ self-perception and real KPIs. According to Accenture, 68% of executives believe they contribute to employee empowerment, but only 36% of employees agree.

Your organization can follow these practices to lay a solid foundation for informative secretary skill assessments:

  • Use a skill matrix. Identify areas of expertise crucial for the board secretary, including corporate law, compliance, and time management. Map desired skills, including active listening, record keeping, technology proficiency, problem-solving, etc. 
  • Define criteria. Establish secretary performance evaluation criteria, such as background and experience, meeting attendance, documentation submission deadlines, meeting minutes accuracy, and others.
  • Gather data. Make secretary self-evaluation surveys, interviews, and surveys of board directors, C-suite executives, and shareholders. Evaluate KPIs as well.
  • Create secretary succession insights. Fill out the secretary skill matrix based on evaluation results and identify your secretary succession needs and practices accordingly.
sample board composition matrix
Source: SpencerStuart

Leverage the power of technology

Based on Deloitte’s insights, only 31 out of 100 companies have tech-savvy boards. It means many board directors use occasional spreadsheets combined with numerous paper documents. It is cumbersome, time-consuming, and ineffective. Instead, proactive boards can leverage the power of board management software, including board portals. 

Board portals are secure workspaces for information sharing, board meetings, succession plans, and other corporate governance activities. A board portal facilitates succession planning activities in the following ways:

  • Centralizes succession planning data. Access corporate secretary surveys, skill matrices, candidate profiles, and other materials in the board portal.
  • Enables quality secretary assessments. The system tracks attendance, document engagement, votes, tasks, comments, discussions, Questions & Answers, and other activities. Drill-down activity reports help corporate directors evaluate their secretaries’ current capabilities with maximum accuracy.
  • Makes succession planning an ongoing process. Plan for secretary departures using tasks, event calendars, digital meeting agendas, and system notifications on desktop and mobile devices. Tasks, Q&A workflows, and discussion tools help you address succession planning regularity.
  • Helps you recruit new secretaries safely. Interview and onboard candidates without sacrificing privacy due to role-based access and top-notch document security.

Board of directors succession planning template

Check this sample board succession plan template dedicated to board secretaries.

Corporate secretary succession template

RoleBoard Secretary
Position responsibilitiesKeep board records
Evaluate board performance
Coordinate board meetings
Administrate board portals
Attend and participate in board meetings
Support regulatory compliance in the boardroom
Be a point of contact for board members, executive leaders, and stakeholders
Onboard new directors
Facilitate CEO transition
Desired skillsOrganizational skills
Time management skills
Communication skills
Corporate governance knowledge
Record-keeping skills
Advanced knowledge of technology
Learner’s mindset
Desired qualificationsBachelor’s degree in business administration
5+ years of administrative experience

Corporate secretary succession roles

Secretary roleIncumbent dateDeparture datePreferred candidates
Jenny SmithJune 20, 2018June 20, 2024Isabella Greene
Mary Williams
David Brown 
John Smith

Corporate secretary emergency departure planning

Risk-free interim period Board secretary interim roles inside the boardroom
June 20, 2024 – October 31, 2024Ronnie Phelps
Dirk Turner
Alice Deluca
Staci Gilliland

Board checklist for succession planning with a timeline

Discussing a succession planning presentation and measuring the impact of the secretary’s departure on the company’s strategyJune – July 2023
Gathering data on the current secretary’s performanceJuly 2023
Identifying skills, roles, and responsibilities of the future board secretaryAugust 2023
Developing the best candidate profile based on the current secretary’s performance assessmentSeptember 2023
Searching for new talentOctober – December 2023
Onboarding process and performance evaluationsDecember 2023 – June 2024

You can also check a few more templates for your board director succession planning process:

What goes into grooming a future corporate secretaries?

A succession plan for a future corporate secretary is as demanding and comprehensive as the job itself.

The person being groomed for the positions needs to fill big shoes. Meaning, by the time they take over, critical ties should already be established with the board, senior management, and legal team.

Furthermore, for the transition into the new role to be a smooth as possible, these unique individuals must be privy to a wealth of valuable job-related information. To clarify, if governance, regulatory, and compliance records are lost, it’ll send the board as well as the organization to a screeching halt.

Corporate experts believe that it’s wise to hire an assistant corporate secretary who can learn the ins-and-outs of the role daily.

On top of that, have the successor sit in on board meetings that concern auditing and governance.

What else is crucial for future corporate secretaries?

The most valuable trait of an organization’s corporate secretary of the future is they must gel with management and the board.

Lastly – and this is as critical of a skill as it gets – the successor for this position must show an aptitude for crisis management. 

Without that one essential quality, all the other abilities virtually mean nothing. Life on the board has twists and turns for which corporate secretaries must be eternally vigilant. If you’re on the fence about succession planning, hopefully, this article gave you a helpful nudge forward.

Key takeaways

  • Future boards will have to address the aging population, manage diversity, and bridge the generational gap in their succession plans.
  • A robust board succession plan ensures wise board turnover, higher shareholder trust, better firm performance, seamless leadership transition, and enhanced board diversity.
  • Wise succession planning falls to the nominating and governance committee that oversees recruiting and onboarding processes.
  • Boards should make succession planning an ongoing process, prepare for transitions a year ahead, and use board portals for maximum efficiency.

iDeals Board is ready to streamline your succession planning journey with its intuitive interface, innovative security features, powerful board workflows, and 24/7 technical support.


Who is responsible for succession planning?

The nominating and governance committee is responsible for board succession planning. The board chair, current board secretary, nominating committee members, and fellow directors should oversee the corporate secretary transition.

What is the most challenging issue in succession planning?

The most challenging issue is choosing the wrong successor. However, there are certain practices to mitigate it. These include enabling an ongoing board succession process, building successor profiles and expectations based on regular board assessments, and using board management software for regular succession planning communications.

What does successful board succession planning look like?

Successful board succession planning takes establishing a nominating committee, evaluating the board member departure impact, screening candidates, and onboarding them upon selection.

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