Corporate Secretary
Administration
SmartSuite for the Corporate Secretary
The Corporate Secretary runs board and entity governance: board and committee calendars, agendas, minutes and resolutions, director independence and conflicts, entity records and statutory filings, and the governance policies the board owns. They are the board's guardian of process and record.
Reports to:
What you own
The Corporate Secretary runs board and entity governance: board and committee calendars, agendas, minutes and resolutions, director independence and conflicts, entity records and statutory filings, and the governance policies the board owns.
- Run board and committee calendars, agendas, papers and minutes
- Maintain entity records, registers and statutory filings across jurisdictions
- Manage director appointments, independence, conflicts and disclosures
- Own board-level governance policies, charters and delegations of authority
- Coordinate board evaluations and governance reporting
- Advise the chair and directors on governance codes and listing requirements
- Track board actions and resolutions to completion
At a glance
The GRC processes this role owns, touches and depends on.
Owns
accountable for the process
Touches
contributes or approves
Depends on
consumes its output
How the GRC processes connect
Three lines of defence set the frame; the chain shows where each process hands off to the next. Colours follow the Corporate Secretary: navy is owned, blue is touched, grey is depended on.
- First lineThe business and its control ownersRun the processes, own the controls, fix the issues
- Second lineRisk, compliance and the domain programmesSet the frameworks, assess, monitor and advise
- Third lineInternal auditIndependent assurance to the board and audit committee
Reporting lines
Who this role reports to, who reports to them, and the peers they work with most.
Reports to
General Counsel
See the roleDirect reports
Works closely with
Governance Program Lead
See the roleAudit Committee Chair
See the roleBoard Risk Committee Chair
See the roleEthics and Compliance Lead
See the roleRegulatory Affairs Manager
See the roleHow SmartSuite supports the Corporate Secretary
The Corporate Secretary is the board's guardian of process and record, answerable to the chair, the General Counsel and the regulator for how decisions are made and evidenced. SmartSuite keeps calendars, charters, minutes, registers and disclosures as one governed record, so the pack and the statement come from what the board actually did.
Run the board's policies, charters and delegations
Charters, delegations and board policies are held in Policy Management with review dates, approvers and every prior version, so when a director asks what was in force on a decision date you can show it.
Compliance Management suiteMeeting dates, paper deadlines and review cycles sit in one calendar with automated reminders to authors and chairs, so papers arrive on time without you chasing each committee separately.
Compliance Management suiteGovernance workflows in Entity & Corporate Governance Management route draft minutes to the chair for approval and keep resolutions with their date, giving each meeting a single approved record with its audit trail.
Compliance Management suiteStay connected to directors, counsel and the committee chairs
Collect annual independence confirmations and conflict disclosures through forms, store them against each director in Entity & Corporate Governance Management and surface anything that affects committee composition.
Compliance Management suiteRegisters of directors, officers and shareholdings are kept per entity with that jurisdiction's requirements attached, so the General Counsel and the Regulatory Affairs Manager work from one entity record.
Compliance Management suiteInquiries logged in Regulatory Inquiries link to the policies, minutes and filings they concern, so the response draws on the governing record rather than a search through shared folders.
Compliance Management suiteReport governance to the board and the market
The AI Assistant in a SmartDoc field drafts the governance statement and committee reports from board composition, independence and policy records, leaving you to edit the judgment rather than assemble the facts.
ESG Management suiteAnnual board and committee evaluations go out as structured questionnaires with reminders, results are aggregated for the chair and the agreed actions are tracked to the next cycle.
Compliance Management suiteGranular permissions keep board papers, director disclosures and sensitive matters visible only to the directors and officers who should see them, with activity logs showing who accessed what and when.
Compliance Management suitePolicy management. Manages board charters, delegations of authority and governance policies with review schedules, approvals and version history.
Compliance management. Tracks statutory filings, registers and entity obligations per jurisdiction with deadlines and evidence.
ESG. Supplies the governance pillar of ESG disclosures from board composition, independence and policy records.
Issues and actions. Logs board actions and resolutions with owners and tracks them to completion between meetings.
Reporting. Produces governance dashboards and the inputs to board packs and the annual governance statement from live records.
Products this role uses most
Industry reference
The Chartered Governance Institute's competency framework and the OECD Principles of Corporate Governance (2023) describe the role. UK public companies must appoint a company secretary under the Companies Act 2006; US practice is set by state corporation law, NYSE and Nasdaq governance rules and SEC proxy regulation. The UK Corporate Governance Code (2024) sets board process expectations.
Sector rules add duties: the Basel Committee's governance principles for banks and the NAIC's Corporate Governance Annual Disclosure for insurers; CMS conditions of participation for hospital governing bodies; open-meeting and public-records laws for public bodies; stock-exchange and investor stewardship expectations for listed technology companies.
Related roles
General Counsel
See the roleExplore Further
Guides and definitions from the GRC Knowledge Center and the What-is glossary, chosen for this role.
Frequently asked questions
The Corporate Secretary runs board and entity governance: board and committee calendars, agendas, papers and minutes; entity records, registers and statutory filings across jurisdictions; director appointments, independence, conflicts and disclosures; the board-level charters, delegations of authority and governance policies; board evaluations and governance reporting; and the tracking of board actions and resolutions to completion. They advise the chair and directors on governance codes and listing requirements, acting as the board's guardian of process and record.
Policy Management holds board charters, delegations of authority and governance policies with review schedules, approvals and version history, so the Corporate Secretary can show which version the board approved, when it is next due for review and who signed it off. Review dates trigger the work rather than relying on memory, and superseded versions stay available for reference. That version trail is what a governance code review or a regulator's question about delegated authority needs.
Entity & Corporate Governance Management tracks statutory filings, registers and entity obligations per jurisdiction, each with its deadline and the evidence of completion attached. For a group with entities in several countries, the Corporate Secretary sees every filing due by entity and jurisdiction in one place and can evidence that each one was made on time. Regulatory Inquiries holds any follow-up from a regulator about a filing, with the Regulatory Affairs Manager working in the same record.
Issues Management logs each board action and resolution with an owner and tracks it to completion between meetings, so the Corporate Secretary is not reconstructing the action list from the previous minutes the week before the next board. Owners see what the board asked of them and when, the Audit Committee Chair and the Board Risk Committee Chair can see the status of actions from their committees, and the completed list becomes part of the record for the following meeting.
SmartSuite produces governance dashboards and the inputs to board packs and the annual governance statement from live records: the policy register, the filings calendar, the action log and director disclosure records. Instead of collecting inputs by email, the Corporate Secretary assembles the pack from what is already maintained, and the General Counsel reviews it from the same records. The annual governance statement draws on the same sources, so what the board was told during the year matches what is disclosed.
Start with the entity list and its filing calendar, the board and committee calendar, the current charters and delegations of authority, and the open actions from recent board meetings. Those four sets give you statutory tracking, policy version control and action tracking from the first month. Director disclosure records can follow as the next annual cycle begins. The Governance Program Lead and the Ethics and Compliance Lead usually share the policy and disclosure records, so one register serves the board and the compliance program.
In ESG & Sustainability Management the governance pillar of ESG disclosures can draw on the records the Corporate Secretary already keeps: board composition, director independence and the policy register. Rather than answering an ESG questionnaire from scratch each year, the governance data is drawn from the maintained registers and the evidence sits behind it. That matters under reporting regimes such as CSRD, which expect governance disclosures to be evidenced like any other, and for stock-exchange and investor stewardship expectations on board composition.