Board secretary guide: Role, responsibilities, and modern tools

The global corporate secretarial services market is growing and is expected to reach $1.8 billion by 2031, with a compound annual growth rate (CAGR) of 3%. Recently, the role of the board secretary has evolved from a mere assistant to the board chair, CEO, or executive director to one of the key corporate governance professionals.

A secretary of board of directors is a professional in charge of a wide range of duties aimed at helping board members get the most out of their collaboration. A staff board secretary is vital to ensure that board meetings run smoothly and attain informed decision-making. 

However, what exactly does a board secretary do? How can they enhance board operations? In this guide, we cover a board secretary’s responsibilities and the best board meeting software to use instead of physical boardrooms.

What is a board secretary? 

A board secretary embraces the roles of corporate secretary, company secretary, chief governance officer, and chief administrative officer. A board secretary is responsible for multiple administrative and governance-related tasks associated with the board of directors.

A full board secretary role and responsibilities vary depending on the organization’s structure and duties, including the following:

• Ensuring board reporting
• Aligning between board and executive management
• Supporting board committees
• Advising best governance practices.
• Maintaining membership lists
• Elaborating membership governance model
• Developing membership programs
• Overseeing membership lists

The corporate secretary’s role should not be mixed with other corporate positions. For example, a board chair presides over the key governing board and executive committee and represents the organization externally. In turn, a board secretary provides administrative support. 

A corporate secretary serves slightly different roles within for-profit and nonprofit organizational environments, while the core secretarial functions remain the same.

Key skills and qualifications for a board secretary role

Regardless of who appoints the board secretary, industry research outlines core board secretary skills:

Secretarial	This skill involves efficiently managing administrative tasks such as document preparation, meeting scheduling, and record-keeping for the board.
Compliance	Compliance involves strict adherence to the organization’s rules and regulations. This skill requires an understanding of the company’s expectations, such as meeting deadlines for
Communication	Clear communication is a critical skill for corporate secretaries as they must convey information effectively through emails and phone calls. They must also excel in communication during meetings, ensuring clarity and transparency in discussions.
Collaboration	Board secretaries should know how to build positive relationships with board members, facilitate cooperation, and effectively resolve conflicts.
Proactivity	Being proactive means taking the initiative to address potential issues and looking for ways to improve processes without anybody asking you to do so
Interpersonal	As a board secretary has to collaborate with board members, executives, and stakeholders on a regular basis, they must have effective interpersonal skills like flexibility, active listening, empathy, and openness to feedback to build and maintain positive relationships with colleagues.
Office management	Office management skills include the ability to oversee office operations, such as organizing resources, supplies, and personnel, to support board activities.

While employers seek a diverse skillset for a board secretary role, the focus is on secretarial, compliance, and communication skills, embracing almost 50% of the most desired qualifications by organizations.

Additional requirements:

• Education. Many companies prefer candidates with a bachelor’s degree, particularly in business administration, governance, and related areas.
• Certifications. Certifications like Certified Board Secretary (CBS) or Certified Governance Professional (CGP) enhance a candidate’s qualifications and expertise in board-related matters and are prioritized by organizations.
• Experience. Employers seek candidates with a proven track record of administrative and secretarial experience, preferably in a governance or board-related role.
• Legal and governance knowledge. A wider knowledge of corporate governance principles, legal requirements, regulations, and compliance is highly valuable for the role.
• Technology proficiency. A perfect candidate should be proficient in office software, document management systems, and online meeting tools to fill the responsibilities of a board secretary.

What does a board secretary do?

We are often asked: “What does a secretary do on a board?”

The board secretary’s role is unique and critical for organizations, and their responsibilities require diverse skills. More than 60% of the most sought-after skills for board secretaries include corporate governance, strong communication skills, legal analysis, and strategic management. These abilities are critical as the board secretary position requires advising the board on best practices and risk management. 

The board of directors’ secretary connects the board, executives, new board members, and outside stakeholders to ensure clear communication and that everyone works towards the shared goals. 

10 board secretary responsibilities

Customized to the company’s founding documents and bylaws and priorities, the board secretary’s responsibilities may vary slightly across corporate settings. Regardless, the main tasks remain the same in most organizations:

1. Preparing meetings. The board meeting secretary’s duties include scheduling and preparing invitations for meetings. A person in charge creates agendas according to the organization’s bylaws and supporting documentation and distributes them among members.
   To learn how to prepare for a board meeting, read our comprehensive guide.
2. Building communications. Privileged with access to board members and executives, a secretary bridges the communication gap. They are often part of an advisory board.
3. Preparing board materials. A board secretary arranges meeting materials, including financial reports and presentations, compliant with corporate guidelines. These materials are distributed before the meeting unless the organization’s official records state otherwise. 
   For tips on how to write a board report as a secretary, check out our guide.
4. Keeping minutes. A board secretary extracts key information from meetings, takes detailed board meeting minutes, and is expected to send them to the board of directors within a week. This allows board members to review the materials while the meeting discussions are still fresh in their minds.
5. Maintaining documentation. A board secretary reviews and updates documents to ensure accurate and verified information. A person-in-charge is responsible for preserving all meeting records approved by the directors. A board secretary is responsible for creating a corporate resolution. 
   Check out how to write a corporate resolution in six steps.
6. Informing board members. A secretary informs meeting attendees about the issues that may affect their board member responsibilities. Board secretaries update board members about the most recent legislative changes.
7. Ensuring compliance. A board secretary ensures that board activities comply and that all board members commit to the procedures and policies approved by the board to uphold ethical standards and mitigate potential risks.
8. Holding board members accountable. To contribute to the board’s efficiency, a secretary must keep track of who attends meetings. Additionally, in collaboration with a board chair, a secretary ensures that tasks assigned during meetings are completed promptly and effectively.
9. Tracking terms. Board secretaries record when board members start and finish their terms to ensure all the appointments adhere to the corporate bylaws. This function is also important while planning for new members to ensure a balanced and diverse board.
10. Guiding new directors. Board secretaries facilitate the onboarding process by providing new board members with essential information, access to resources, and mentorship to help them better adjust to their new roles in line with the organization’s board mission and objectives.

How a board secretary’s duties vary by organization, type, and size

There are minor distinctions in board secretary duties across organizational settings:

• For-profit board secretary duties. In for-profit organizations, the board secretary plays a crucial role in financial oversight and developing profit-generation strategies that prioritize shareholder value and returns. Corporate board secretaries also manage corporate board records, including compliance filings with regulatory bodies.
• Nonprofit board secretary duties. In nonprofit organizations, the secretary aligns strategic activities to support the organization’s social or charitable mission. Nonprofit board secretaries often develop strategies for donor relations, which require transparent reporting and documentation about how funds are utilized. Additionally, a nonprofit secretary is responsible for maintaining tax-exempt status and complying with US federal and state tax regulations, such as 501(c)(3). That is how board secretaries help nonprofits maintain their tax-exempt status and good standing with regulatory bodies.

5 tips for a board secretary

To ensure proper responsibilities fulfillment, board secretaries are advised to keep in mind the following:

1. Effective communication. Maintain open and clear communication with board members, making certain they are well-informed about meetings and agendas. Also, be a good listener and ensure that all board members have an opportunity to express their thoughts during meetings.
2. Organized record-keeping. Ensure that records of meeting minutes, bylaws, and important documents are easy to access and well-organized. You can create a digital folder for each meeting and save minutes, reports, and other documents in a logical order. This way, board members can quickly find what they need.
3. Confidentiality and ethics. Handle sensitive information and discussions with the utmost confidentiality. Also, adhere to ethical standards and avoid conflicts of interest. Report any potential conflicts to the board.
4. Continuous learning. Stay updated with the latest trends in governance, legal requirements, and industry best practices. Seek professional development opportunities, such as attending workshops or courses on governance and corporate secretary duties. Also, be open to feedback from board members and aim to improve your performance over time.
5. Technology. Integrate technology like board management software to streamline meeting preparation, enhance document security, and facilitate collaboration. This solution can help reduce administrative repetitive tasks and allow board members to access materials from anywhere.

Board portals are digital platforms designed to provide a secure, centralized space for storing meeting materials, minutes, and other documents to enhance the efficiency of board operations.

5 challenges for a board secretary

Board members face several challenges in fulfilling their duties:

1. Time management. Handling the demands of executives, ensuring compliance, scheduling meetings, and managing other numerous tasks can be challenging. That’s why secretaries should have strong time management and organizational skills. They should also learn to assess the urgency of tasks and set boundaries to maintain a work-life balance.
2. Stakeholder relations. It’s challenging to deal with a diverse group of board members, each with their own opinions and expectations. To be able to manage relationships, resolve conflicts, and ensure that everyone is heard, secretaries should have strong interpersonal skills.
3. Compliance and regulations. Another difficulty is to be able to keep up with changing legal and regulatory requirements as failure to comply with them can lead to serious consequences. That’s why secretaries are expected to stay up-to-date with changing laws and rules, like data protection or accounting standards.
4. Being blamed. Even when not responsible for problems, board secretaries may be blamed for issues within the organization. They need to be prepared to solve problems and challenges, often under pressure. Maintaining detailed records of their work can help in such situations.
5. Balancing transparency and confidentiality. Another challenge is to provide board members and stakeholders with adequate information while ensuring that sensitive data remains confidential. To address this, board secretaries can implement strict access controls and maintain clear communication protocols.

Extra duties and pressures faced by board secretaries

Board secretaries are under the pressure of rising legal and regulatory requirements, complex governance, and communication challenges intensified by the evolving compliance pressures in cybersecurity and risk management domains.

• Complex regulations necessitate board secretaries to adhere to the Sarbanes-Oxley Act (SOX), General Data Protection Regulation (GDPR), and new environmental, social, and governance (ESG) disclosure requirements. 
• Crisis management in corporate governance assumes unpredictable circumstances beyond anyone’s control that necessitate prompt solutions. 
• Accurate record-taking assumes taking legally compliant minutes, which requires much effort, time, and precision.

Enhancing board secretary efficiency with board portals

As organizations embrace technology and remote work, remote board meetings are replacing face-to-face sessions. Running a board meeting is not that easy since “the established” patterns are complicated by the lack of a “physical” presence. 

Here’s how to make a virtual paperless board meeting effective:

• To help everyone plan their week, create a group calendar and send it out to each board member. Ask board members for confirmation of whether they are going to attend the meeting. 
• Use a smart notification system that sends messages to everyone at least 15 minutes before the meeting to ensure that the meeting starts promptly. 
• Deploy board collaboration software to allow for secure messaging, file sharing, and voting. 
• Make sure everyone has the link to join the meeting and share access codes or PINs. Confirm that all board members know how to use the board portal software. If needed, organize practice training sessions before the roll call.
• Set clear objectives to focus on what’s important and coordinate the discussion based on key topics. Try to eliminate progress blockers and look at the bigger picture. 

Here’s our comparison chart

Key takeaways

• A board secretary is in charge of managing multiple administrative and governance tasks associated with the board of directors.
• Core qualifications possessed by a board secretary include secretarial skills, compliance knowledge, effective communication, collaboration abilities, and office management and technology proficiency.
• To excel as a board secretary, effective communication, organized record-keeping, confidentiality, continuous learning, and leveraging board management software are essential.
• The main challenges board secretaries face include time management, stakeholder relations, compliance and regulations, and balancing transparency and confidentiality.
• Board management software significantly enhances a board secretary’s productivity by enabling efficient collaboration, making document management easy and secure, and streamlining virtual meetings.

FAQ

Is the board secretary a board member?

Yes, a board secretary is, first and foremost, a member of the board. Secretaries fulfill their administrative duties on top of their role responsibilities and can become the chair just as any other member.

Who can fill the role of the board secretary?

Anyone on the board except the chairperson. The secretary role will be filled for the required period of time and then reelected. An ex-chair can serve as a secretary, as well as a secretary can become the chair in the future.

Can a board of directors do without a secretary?

Yes, a board can function without a secretary. In such cases, other board or staff leadership takes care of the tasks handled by the board secretary. The corporate need for a board secretary depends on the organization’s size and complexity.

Is there a difference in the role of the board secretary between countries? 

While the core activities executed by the board secretary are no different from market to market, there are slight nuances. In a UK company, for example, the secretary’s role is statutory, embracing corporate law, governance, and finances. The Nordic states do not legally define the board secretary’s role.