A corporate secretary is a company officer with a complex set of responsibilities. The board of directors, senior management and shareholders rely on the corporate secretary for his expertise in compliance matters and corporate governance affairs.
Board and Committee Meetings
The corporate secretary is responsible for the execution of board meetings. She must have working knowledge of pertinent corporate, legal and regulatory matters and the business's operations.
Annual Shareholders Meeting
When it comes to annual shareholders meetings, corporate secretary duties include the preparation and distribution of the proxy statement, the meeting script and agenda, and the briefing materials. He also oversees the soliciting of the proxies, tabulating and reporting the vote, and the Annual Report.
The corporate secretary oversees the creation of corporate records, ensuring they are accurate, protected, indexed, and kept up to date, all in accordance with law and compliance requirements.
The corporate secretary may be responsible for the maintenance of shareholder records and the transfer of stock certificates. However, this is usually handled by a separate unit or external transfer agent, with the corporate secretary as the liaison.
The corporate secretary may act as the liaison with the securities markets where the company's shares are listed, overseeing corporate compliance with stock market requirements.
Other responsibilities include preparing and filing registration statements and reports to the Securities and Exchange Commission, insider trading reports, and documents related to qualifications to do business. She may also oversee the pre-clearing of purchases and sales of the corporation's securities by directors and officers, and administering the code of corporate conduct.