Governance, risk and compliance

SmartSuite for the Corporate Secretary

The Corporate Secretary runs board and entity governance: board and committee calendars, agendas, minutes and resolutions, director independence and conflicts, entity records and statutory filings, and the governance policies the board owns. They are the board's guardian of process and record.

Corporate Secretary

Reports to:

What you own

  • Run board and committee calendars, agendas, papers and minutes
  • Maintain entity records, registers and statutory filings across jurisdictions
  • Manage director appointments, independence, conflicts and disclosures
  • Own board-level governance policies, charters and delegations of authority
  • Coordinate board evaluations and governance reporting
  • Advise the chair and directors on governance codes and listing requirements
  • Track board actions and resolutions to completion

Where the role sits

Each name opens that role's page.

Reports to

General Counsel

General Counsel

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Direct reports

Works closely with

Governance Program Lead

Governance Program Lead

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Audit Committee Chair

Audit Committee Chair

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Board Risk Committee Chair

Board Risk Committee Chair

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Ethics and Compliance Lead

Ethics and Compliance Lead

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Regulatory Affairs Manager

Regulatory Affairs Manager

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GRC processes

The shared GRC process map, highlighted for this role.

Owns

accountable for the process

policy

Touches

contributes or approves

compliance, esg, issues-actions, reporting

Depends on

consumes its output

audit, risk

How SmartSuite helps, suite by suite

Each card is the persona record from that suite's Users tab.

How they use SmartSuite

Suites that serve this role

How SmartSuite supports this role

Policy management. Manages board charters, delegations of authority and governance policies with review schedules, approvals and version history.

Compliance management. Tracks statutory filings, registers and entity obligations per jurisdiction with deadlines and evidence.

ESG. Supplies the governance pillar of ESG disclosures from board composition, independence and policy records.

Issues and actions. Logs board actions and resolutions with owners and tracks them to completion between meetings.

Reporting. Produces board packs, governance dashboards and annual governance statements from live records.

Industry reference

The Chartered Governance Institute's competency framework and the OECD Principles of Corporate Governance (2023) describe the role. UK public companies must appoint a company secretary under the Companies Act 2006; US practice is set by state corporation law, NYSE and Nasdaq governance rules and SEC proxy regulation. The UK Corporate Governance Code (2024) sets board process expectations.

Sector rules add duties: the Basel Committee's governance principles for banks and the NAIC's Corporate Governance Annual Disclosure for insurers; CMS conditions of participation for hospital governing bodies; open-meeting and public-records laws for public bodies; stock-exchange and investor stewardship expectations for listed technology companies.

In their words

Related roles

General Counsel

General Counsel

See the role

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