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.
What you own
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.
- 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
At a glance
The GRC processes this role owns, touches and depends on.
Owns
accountable for the process
Touches
contributes or approves
Depends on
consumes its output
How the GRC processes connect
Three lines of defense set the frame; the chain shows where each process hands off to the next. Colors follow the role: navy is owned, blue is touched, gray is depended on.
Reporting lines
Who this role reports to, who reports to them, and the peers they work with most.
Reports to
Direct reports
Works closely with
How SmartSuite supports this role
Lead
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 governance dashboards and the inputs to board packs and the annual governance statement from live records.
Products this role uses most
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.
Related roles
Explore Further
Guides and definitions from the GRC Knowledge Center and the What-is glossary, chosen for this role.
Frequently asked questions
What does a Corporate Secretary own in a listed or regulated organization?
The Corporate Secretary runs board and entity governance: board and committee calendars, agendas, papers and minutes; entity records, registers and statutory filings across jurisdictions; director appointments, independence, conflicts and disclosures; the board-level charters, delegations of authority and governance policies; board evaluations and governance reporting; and the tracking of board actions and resolutions to completion. They advise the chair and directors on governance codes and listing requirements, acting as the board's guardian of process and record.
How does SmartSuite help a Corporate Secretary manage charters and governance policies?
Policy Management holds board charters, delegations of authority and governance policies with review schedules, approvals and version history, so the Corporate Secretary can show which version the board approved, when it is next due for review and who signed it off. Review dates trigger the work rather than relying on memory, and superseded versions stay available for reference. That version trail is what a governance code review or a regulator's question about delegated authority needs.
How does SmartSuite track statutory filings and entity obligations?
Entity & Corporate Governance Management tracks statutory filings, registers and entity obligations per jurisdiction, each with its deadline and the evidence of completion attached. For a group with entities in several countries, the Corporate Secretary sees every filing due by entity and jurisdiction in one place and can evidence that each one was made on time. Regulatory Inquiries holds any follow-up from a regulator about a filing, with the Regulatory Affairs Manager working in the same record.
How are board actions and resolutions tracked between meetings?
Issues Management logs each board action and resolution with an owner and tracks it to completion between meetings, so the Corporate Secretary is not reconstructing the action list from the previous minutes the week before the next board. Owners see what the board asked of them and when, the Audit Committee Chair and the Board Risk Committee Chair can see the status of actions from their committees, and the completed list becomes part of the record for the following meeting.
How does a Corporate Secretary produce board packs and governance reporting?
SmartSuite produces governance dashboards and the inputs to board packs and the annual governance statement from live records: the policy register, the filings calendar, the action log and director disclosure records. Instead of collecting inputs by email, the Corporate Secretary assembles the pack from what is already maintained, and the General Counsel reviews it from the same records. The annual governance statement draws on the same sources, so what the board was told during the year matches what is disclosed.
What records does a Corporate Secretary need to bring into SmartSuite first?
Start with the entity list and its filing calendar, the board and committee calendar, the current charters and delegations of authority, and the open actions from recent board meetings. Those four sets give you statutory tracking, policy version control and action tracking from the first month. Director disclosure records can follow as the next annual cycle begins. The Governance Program Lead and the Ethics and Compliance Lead usually share the policy and disclosure records, so one register serves the board and the compliance program.
How does the governance pillar of ESG reporting draw on the Corporate Secretary's records?
In ESG & Sustainability Management the governance pillar of ESG disclosures can draw on the records the Corporate Secretary already keeps: board composition, director independence and the policy register. Rather than answering an ESG questionnaire from scratch each year, the governance data is drawn from the maintained registers and the evidence sits behind it. That matters under reporting regimes such as CSRD, which expect governance disclosures to be evidenced like any other, and for stock-exchange and investor stewardship expectations on board composition.
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