Corporate Secretaries

The corporate secretary role is changing as corporate governance standards and rules become ever more demanding and rigorous. The role is more visible and more relevant today, as a catalyst for good corporate governance practice in the boardroom and across the organization. Corporate secretaries have evolved from mere functionaries who handle compliance and administrative tasks to assuming a strategic and deliberative position within the organization—that of  governance advisor. The modern corporate secretary is expected to provide professional guidance to boards, directors, and management on key decisions relating to the organization's corporate governance standards and practices.

The Business Case 

Governance is about more than compliance with laws, regulations, standards, and codes; it is about creating cultures of good practice. To guide this effort, corporate secretaries must understand more about the kinds of corporate governance practices are needed in an organization and why—in addition to  technical skills and experience.

The modern corporate secretary is expected to:

• provide professional guidance to shareholders, boards, individual directors, management, and other stakeholders on the governance aspects of strategic decisions
• provide practical support to the chair to ensure that board meetings are managed effectively, including assisting with agenda development; conducting meetings in line with good governance, statutory, and regulatory requirements; drafting minutes; and following up to ensure implementation of board decisions
• serve as a bridge for information, communication, advice, and arbitration between the board and management and between the organization, its shareholders, and stakeholders
• create and manage relationships among the various players in the organization’s corporate governance universe

To carry out this role effectively, the corporate secretary needs to:

• have full knowledge of the powers, rights, duties, and obligations of all entities within the organization
• act with the highest integrity and independence in protecting the interests of the organization and its shareholders
• understand the business environment in which the organization operates, as well as the laws, rules, and regulations that govern its activities
• possess the emotional intelligence, skills, and experience to implement corporate governance practices and ensure their effectiveness

The combination of increased responsibility and growing significance of the corporate secretary role have created new demand for quality training and guidance. The need for support is particularly acute in emerging markets, where such resources are limited and the corporate secretary’s role is expanding rapidly as the focus on corporate governance increases.

IFC's Response 

IFC has partnered with the Corporate Secretaries International Association to develop practical training materials and guidance for corporate secretaries.

The Corporate Secretaries Toolkit (available only internally at this time) provides trainers with materials and instructions for conducting training for corporate secretaries. It is  based on the IFC's publication Corporate Governance Board Leadership Training Resources, which also provides information and guidance for corporate secretaries.

Eligible participants include individuals who are not certified as corporate secretaries but who carry out some or all of the related duties in the corporate secretarial and compliance department.
 

Regional and Country Examples 

East Asia and the Pacific: IFC conducted regional workshops and training of trainers in Indonesia and Singapore. The programs aimed to enhance corporate secretaries’ knowledge and build their skills to facilitate future delivery of training for active and potential corporate secretaries. Workshop sessions also gave participants insights into the role and the importance of the corporate secretary in influencing good corporate governance.

Eastern and Central Asia: IFC’s training events in the Kyrgyz Republic, Mongolia, Tajikistan, and Ukraine helped promote the development of the corporate secretary profession. The events emphasize the critical role of the corporate secretary within the organization and the importance of building skills and knowledge.

Middle East and North Africa: An event sponsored by IFC in Morocco highlighted the importance of corporate secretaries as catalysts for good governance and the understanding of the unique challenges of this role.
 

July 2018