The Corporate Secretary

Part 3 (Third of 3 parts)

This will be the last part of my discussion on the responsibilities of the corporate secretary. He occupies a position of significance in the corporation, which I described as a “work-horse position”, and it is my desire to share with those performing this position some practical suggestions derived from my years of experience in this area. The continuation goes as follows:

. Orientation officer functions. It is important, if not inherent, for the corporate secretary to orient and guide the directors, particularly the new ones, in going through their roles in the corporation. Whenever new directors enter the board, they should be briefed on basic information about the corporation and the following documents are a must:

1. The articles of incorporation showing the principal purpose and structure of the corporation.
2. The bylaws which are the internal rules on meetings, quorum, voting and elections for knowledge of company proceedings.
3. The code of governance and the board committees where the directors could be elected, for familiarity with their responsibilities.
4. The financial statements and stockholder composition, for knowledge on the standing of the corporation.
5. The table of organization, to have an overview of the corporation.
6. The entitlements and privileges of directors.

Without the foregoing information, directors might be groping as they proceed with their role which means also that they might not maximize at the outset their potential in serving the interest of the corporation. The corporate secretary can have ready these information in folders which he can readilydistribute. He should also be available to conduct briefings if so requested. The folders can be updated from time to time if there are amendments or new resolutions and can be given likewise to the incumbent directors.

The above documents would just be the minimum. Additional information can be about corporate products, personnel policies, risk management and audit findings. In a complex entity where I previously served, we were pro-active by in

The Corporate Secretary

ACROSS THE BOARDROOM

ATTY. JUN DE ZUÑIGA

Part 3 (Third of 3 parts)

This will be the last part of my discussion on the responsibilities of the corporate secretary. He occupies a position of significance in the corporation, which I described as a “work-horse position”, and it is my desire to share with those performing this position some practical suggestions derived from my years of experience in this area. The continuation goes as follows:

. Orientation officer functions. It is important, if not inherent, for the corporate secretary to orient and guide the directors, particularly the new ones, in going through their roles in the corporation. Whenever new directors enter the board, they should be briefed on basic information about the corporation and the following documents are a must:

1. The articles of incorporation showing the principal purpose and structure of the corporation.
2. The bylaws which are the internal rules on meetings, quorum, voting and elections for knowledge of company proceedings.
3. The code of governance and the board committees where the directors could be elected, for familiarity with their responsibilities.
4. The financial statements and stockholder composition, for knowledge on the standing of the corporation.
5. The table of organization, to have an overview of the corporation.
6. The entitlements and privileges of directors.

Without the foregoing information, directors might be groping as they proceed with their role which means also that they might not maximize at the outset their potential in serving the interest of the corporation. The corporate secretary can have ready these information in folders which he can readilydistribute. He should also be available to conduct briefings if so requested. The folders can be updated from time to time if there are amendments or new resolutions and can be given likewise to the incumbent directors.

The above documents would just be the minimum. Additional information can be about corporate products, personnel policies, risk management and audit findings. In a complex entity where I previously served, we were pro-active by introducing the directors to the department heads who then presented their own business and work plans. In effect, that is liaison work between the board and management.These efforts will surely be appreciated by the board of directors. I know because, based on an actual experience as a new member in a board, on the day I assumed office I simultaneously received briefing materials carefully indexed and marked. That prepared me for my first meeting in the board.

• Administrative functions. These are the miscellaneous functions of the corporate secretary and these are many. He should know how to prepare the budget of his office and that of the board, present it for approval during the annual planning and, more importantly, monitor and administer it through the year, with analysis on variances and utilization.  In this sense, he is also a budget officer. Moreover, he has to attend to the needs of the board for personnel assistance, requisition of supplies and equipment, and perform other housekeeping functions.  In his statement of duties, all other duties will be covered by the customary phrase “all other duties as may be assigned by the board”.  On top of these duties, he should be pro-active and forward-looking with the end in view of being abreast of developments and technology for continuing improvements in their rendition of service. In conclusion, the position of the corporate secretary is a multi-tasking one.

*       *     *

The above comments are the personal views of the writer. His email address is [email protected]

troducing the directors to the department heads who then presented their own business and work plans. In effect, that is liaison work between the board and management.These efforts will surely be appreciated by the board of directors. I know because, based on an actual experience as a new member in a board, on the day I assumed office I simultaneously received briefing materials carefully indexed and marked. That prepared me for my first meeting in the board.

• Administrative functions. These are the miscellaneous functions of the corporate secretary and these are many. He should know how to prepare the budget of his office and that of the board, present it for approval during the annual planning and, more importantly, monitor and administer it through the year, with analysis on variances and utilization.  In this sense, he is also a budget officer. Moreover, he has to attend to the needs of the board for personnel assistance, requisition of supplies and equipment, and perform other housekeeping functions.  In his statement of duties, all other duties will be covered by the customary phrase “all other duties as may be assigned by the board”.  On top of these duties, he should be pro-active and forward-looking with the end in view of being abreast of developments and technology for continuing improvements in their rendition of service. In conclusion, the position of the corporate secretary is a multi-tasking one.

*       *     *

The above comments are the personal views of the writer. His email address is [email protected]