What is it?
Within any organization, a Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors. These tasks often involve or are done primarily by the legal department including the legal ops teams. There are many tools and strategies for creating efficiencies and standardization within the corporate secretary, board and subsidiary management fields.
Why is it important?
Strict record-keeping requirements imposed by acts such as Sarbanes-Oxley and Dodd-Frank and other various country-specific multijurisdictional requirements, mean that corporate governance, compliance, and legal departments are under more pressure to increase efficiency within Corporate Secretariat.
What to look for in Corporate Secretary Solutions?
Privacy and security considerations are of the utmost importance as the corporate secretary function deals with confidential and sensitive information. Look for integrations with other systems already in use by legal, executives and the board.
Subcategories of Corporate Secretary, Board and Subsidiary Management
Corporate Secretary solutions are designed to support the increasingly complex office of the Corporate Secretary, Company Secretary, and Chief Governance Officer, and generally fall into one of two categories: Board/ Portal Management or Entity & Subsidiary Management.
Board Management Portals aim to provide an easy method for a company’s directors to access sensitive documents and materials related to their board and committee appointments. More sophisticated offerings provide calendaring functions, a virtual chat room, and company contact information.
Board of Directors Portals. Sometimes integrated with Legal Entity Management, but often standalone, these highly secure portals aim to provide a necessarily easy method for a company’s directors to access sensitive documents and materials related to their board and committee appointments. More sophisticated offerings provide calendaring functions, a virtual “chat room”, and company contact information. Strong security is invariably a key driver in board portal selections, with transmission encryption and digital rights management often on the evaluation checklist for IT (and increasingly the directors themselves). This is becoming even more critical with the proliferation of portals that can be accessed via mobile apps and tablet based user interfaces.
Entity & Subsidiary Management
Entity management has become a central function for corporate governance and compliance professionals. Because all other essential governance and compliance functions rely on a dynamic, accurate corporate record, best practices in entity management support the corporate secretary and paralegal’s central governance advisory role.
Legal Entity Management (also known as Corporate Subsidiary Management) Systems are primarily record keeping databases that track how a company’s subsidiaries and legal entities are formed, registered, and owned, and who has been appointed to the respective officer and director positions. A fundamental capability of these tools enables users to easily roll back the clock and view each entity – along with its parents and children – as it was at a specific point in time, another is the ability to generate and attach minutes, bylaws and supporting artifacts. More sophisticated enterprise offerings are commonly utilized by corporate groups such as Tax, HR, Compliance, Legal, and Shareholder Relations, as well as global lines of business, and increasingly they are being viewed as foundational sources of corporate records that underpin the functional governance of the organization. The most well rounded and mature tools are those that provide robust, distributed entity life-cycle management functions, augmenting the day to day workflows of creating, maintaining and dissolving entities with multi-jurisdictional intelligence, thereby ensuring subsidiary compliance and governance throughout the global enterprise. This is a significant area of concern for corporations that face regulatory oversight around how they can legally and ethically transact business around the globe while maintaining beneficial tax, ownership, and reporting frameworks.