Key Responsibilities and Required Skills for Corporate Secretary

🎯 Role Definition

The Corporate Secretary is the primary adviser and administrator for the Board of Directors and company leadership on matters of corporate governance, statutory compliance and board operations. This role ensures the board and its committees operate effectively, that statutory records and regulatory filings are accurate and timely, and that directors receive the information and support needed to make informed decisions. The Corporate Secretary is a trusted officer who combines legal and governance expertise with operational rigour and high-integrity stakeholder management.

📈 Career Progression

Typical Career Path

Entry Point From:

Assistant Company Secretary / Deputy Company Secretary
Corporate Governance Analyst or Paralegal in corporate law teams
Legal Counsel with company secretarial exposure

Advancement To:

Head of Corporate Secretariat / Chief Governance Officer
General Counsel or Chief Legal Officer (with broader legal remit)
Chief Compliance Officer / Board Director (non-executive director roles)

Lateral Moves:

Compliance Director / Risk & Compliance Manager
Corporate Governance Consultant
Investor Relations Lead

Core Responsibilities

Primary Functions

Serve as the principal administrator to the Board of Directors and its committees: prepare agendas, coordinate scheduling, draft and distribute comprehensive board packs, ensure timely circulation of papers and follow-up on action items to enable effective board decision-making and governance oversight.
Draft, review and maintain accurate minutes for Board and committee meetings, ensuring minutes capture key deliberations, decisions, dissenting views, and action owners in a clear, legally defensible and audit-ready format.
Ensure compliance with all statutory and regulatory filing requirements applicable to the company (e.g., Companies House, SEC, ACRA, stock exchange filings), prepare and submit annual returns, proxy statements, 10-K/20-F/8-K equivalents, and other mandatory disclosures on time.
Maintain and safeguard statutory registers, minute books, share ledgers, constitutional documents (articles/memorandum/bylaws) and other official corporate records, ensuring secure version control and appropriate access protocols.
Provide expert advice to the Board and executive leadership on corporate governance best practice, director duties and responsibilities, conflicts of interest, related party transactions and corporate governance codes applicable to listed and private entities.
Coordinate director appointments, resignations, inductions, re-elections and succession planning; prepare director service agreements, letters of appointment, and ensure completion of onboarding paperwork, director questionnaires and independence reviews.
Support annual general meetings (AGM), extraordinary general meetings (EGM), and shareholder meetings: oversee logistics, proxy management, notice and circular drafting, shareholder communications and post-meeting filings and resolutions.
Manage shareholder relations and share capital activities including share issuance, transfers, buybacks, dividend documentation, maintaining shareholder registers and liaison with transfer agents, registrars and custodians.
Lead board evaluation processes, including design and execution of annual board and committee performance reviews, implementation of improvement plans, and reporting outcomes to the Board and Nominations Committee.
Advise on and document corporate transactions and reorganizations (M&A, JV formations, spin-offs, reorganizations): draft and execute board resolutions, certify documents, coordinate shareholder and regulatory approvals and manage closing checklists.
Oversee the company’s corporate governance framework, policies and charters (board charter, committee terms of reference, code of conduct, insider trading policy, whistleblowing policy), ensure regular updates and communicate changes to stakeholders.
Act as primary custodian of director conflicts, gifts and hospitality registers; administer disclosure processes and recommend mitigation measures or board approvals where required.
Manage compliance with securities laws and exchange listing rules including disclosure controls, insider lists, blackout notifications and board approvals for significant announcements; coordinate with investor relations and legal for public disclosures.
Prepare formal legal attestations and corporate certifications for banks, regulators and counterparty documentation; provide certified copies of corporate documents and director attestations as required.
Coordinate with external advisors (corporate counsel, auditors, registrars, legal advisors, regulatory counsel) and internal functions (legal, finance, HR, investor relations) to ensure integrated execution of governance and compliance matters.
Maintain and operate governance, risk and compliance (GRC) and company secretarial systems (e.g., board portals, minute management tools, statutory registers software); administer user access and ensure secure digital governance records.
Support the Board and management on regulatory investigations, information requests and due diligence processes by preparing accurate board materials and attestations and coordinating internal responses.
Develop and deliver director training and induction programmes on fiduciary duties, governance obligations, risk appetite and company strategy to improve director effectiveness.
Prepare and present governance reporting to the Board, Audit Committee and external stakeholders; provide analysis of regulatory changes, governance trends and their operational impact.
Ensure confidentiality and high standards of conduct in handling sensitive board information, acting as a trusted adviser and guardian of board processes and director relationships.
Monitor changes in corporate law, securities regulation, governance codes and best practice; implement changes to policies, reporting and practices to maintain compliance and strengthen governance.
Facilitate cross-border governance and multi-jurisdictional compliance for multinational enterprises by coordinating filings, legal opinions and statutory requirements across jurisdictions.

Secondary Functions

Support ad-hoc governance projects such as corporate restructurings, policy refreshes, and special corporate initiatives; coordinate cross-functional teams and external advisors.
Maintain a calendar of statutory deadlines and corporate milestones, proactively alerting senior leadership and the Board to upcoming obligations and risk points.
Assist finance and tax teams in document requirements for audits, financial reporting and tax compliance that require board or corporate certifications.
Provide oversight of corporate insurance, bonding certificates and third-party attestations that require officer sign-off.
Contribute to continuous improvement of secretariat processes, automation of routine filings and adoption of digital board governance tools to improve efficiency and security.
Act as back-up point-of-contact for investor relations and legal on corporate announcements, ensuring all governance approvals and board authorizations are secured prior to release.
Manage budget and procurement for external governance advisors, registrars and technology providers; negotiate scope and fees to optimize spend and service delivery.

Required Skills & Competencies

Hard Skills (Technical)

Proven expertise in company secretarial practice and corporate governance frameworks for listed and private companies.
In-depth working knowledge of corporate law, securities regulations and stock exchange listing rules relevant to the business (e.g., Companies Act, Sarbanes-Oxley, SEC rules, UK Listing Rules, local jurisdiction equivalents).
Experience preparing and filing statutory documents and regulatory filings (annual returns, Form 10-K / Form 8-K equivalents, prospectuses, notices of change).
Advanced minute-taking and drafting skills: ability to synthesize complex board discussions into clear, action-oriented minutes and resolutions.
Strong experience in preparing board packs and executive reporting using concise executive summaries, risk analysis and supporting annexes.
Proficiency with board portals and secretariat software (e.g., Diligent, BoardEffect, Boardvantage, OnBoard) and Microsoft Office suite (Word, PowerPoint, Excel).
Share capital, equity plan and corporate action administration including share issuances, options, RSUs and buybacks.
Familiarity with M&A transaction support, joint venture governance and cross-border statutory requirements.
Document certification, notarization and legal attestations for banks, regulators and counterparties.
Experience managing shareholder relations, proxy processing and annual general meeting logistics.
Capability to implement and maintain registers (directors, secretaries, charges, members) and an auditable records management system.
Experience coordinating external counsel, auditors and regulatory advisors and managing external governance engagements.

Soft Skills

Exceptional written and verbal communication skills with the ability to explain complex governance topics simply to non-lawyers and boards.
High degree of discretion, integrity and respect for confidential information; trusted to manage sensitive board matters.
Strong attention to detail and accuracy with the ability to manage competing deadlines and high-volume document production.
Excellent stakeholder management and influencing skills; able to build credibility with directors, executives and external advisors.
Sound judgement and commercial awareness; able to identify governance risk and pragmatic compliance solutions that balance legal, regulatory and business needs.
Strong organizational and project management skills; adept at coordinating multi-stakeholder processes and follow-through.
Diplomatic interpersonal style, resilience under pressure and an ability to maintain neutrality while supporting board governance.
Analytical mindset with the ability to interpret regulatory changes and assess operational impact.
Collaborative team player who can work across legal, finance, HR and investor relations to execute governance programs.
Adaptability to operate in fast-changing regulatory environments and during transactional periods (e.g., IPOs, M&A).

Education & Experience

Educational Background

Minimum Education:

Bachelor's degree in Law, Business Administration, Accounting, Corporate Governance or related field.

Preferred Education:

LLB or LLM (preferred for jurisdictions where company secretarial practice is law-adjacent).
Professional company secretarial qualification (e.g., ICSA / The Chartered Governance Institute, ACIS/FCIS) or equivalent.
Additional qualifications such as MBA or relevant legal accreditation are advantageous.

Relevant Fields of Study:

Law
Corporate Governance / Public Policy
Business Administration / Management
Finance / Accounting

Experience Requirements

Typical Experience Range: 4–12 years of progressive company secretarial, legal or governance experience; at least 3 years in a dedicated company secretarial role for medium-to-large organisations.

Preferred: 5+ years as Company Secretary or Senior Company Secretary, with demonstrable experience supporting listed company boards, multi-jurisdictional compliance, AGM/EGM administration and working directly with executive leadership and external regulators. Experience in regulated industries or public company environments is highly desirable.