Good Governance Guides

Good Governance Guide: No 3.9

Category: Meetings
Subject: The Duties and Function of the Secretary
Source: Chartered Secretaries Canada

The Secretary is typically and officer of the Corporation or Association. The Secretary has a unique and pivotal role in the organization. That role is best revealed through a snapshot of the duties and functions of a Secretary:

The duties of the Secretary include:

• Schedules orientation, training and education for the Board of Directors;
• Disseminates the “Notice” for regular, special or in-camera Board meetings;
• Prepares the Agenda and records the Minutes for Board and Committee meetings;
• Creates briefing packages whether hard or soft copy for Directors in preparation for meetings;
• Advises the Chair on correct procedures and requirements for motions / resolutions;
• Communicates decisions and matters requiring follow-up to the Board and to appropriate people on a need to know basis;
• Ensures compliance with the By-laws or regulations governing the Board and the organization;
• Develops and maintains a schedule of meetings and any outstanding obligations for the organization;
• Acts as resident expert on governance;
• Possesses expert knowledge of Corporate procedures;
• Drafts Minutes for approval by the Chair;
• Maintains the Minute Books;
• Manages relationships with legal counsel;
• Communicates with Regulators, Shareholders and the Public;
• Organizes and facilitates the AGM;
• Ensures that important matters, such as Directors Compensation, are periodically reviewed;
• Maintains the Share Registers, manages share transfers, oversees the payment of any dividends and establishes liaison with the Transfer Agent;
• Ensures appropriate visibility given to Succession Planning;
• Protects privacy and confidentiality; and
• Additional duties as required.

The functions of the Secretary include:

• Acts as authorized signing officer;
• Attests and certifies documents;
• Informs on D&O and corporate liability insurance;
• Accepts service and notifies appropriate Directors and Officers of the substance of such service;
• Maintains statutory books and records;
• Maintains custody of the corporate or Association seal and affixes it to documents as required;
• Performs tasks at the request of and on behalf of the Chair;
• Informs Directors about material, strategic or sensitive issues to be considered by the Board;
• Keeps in touch with the Chair and Committee Chairs between meetings;
• In a publicly-listed company, ensures the securities register is maintained properly; and
• Performs other functions as deemed necessary by the Chair and CEO.