How do you replace your corporate secretary if they should happen to leave? Here's how to establish a succession plan that will limit disruptions for the board.
Finding a good corporate secretary is often very difficult to do. The complex nature of the job requires the ideal candidate to have a number of high-level skills and the personality of a saint. A corporate secretary must have superior organization skills, be a critical thinker and problem-solver, be innovative and resourceful and have the intellectual ability to understand legal concepts. And if that’s not enough, he or she must be a great communicator who is trusted throughout the organization and thick-skinned enough to withstand an occasional executive tantrum without becoming rattled.
So how do you replace someone like that if they should happen to jump ship? When such a key employee that has critical ties to the board, senior management team and legal team leaves, there is potential for a major disruption to business operations. If there isn’t a smooth transition, key information may be temporarily (or permanently) lost, simply because the one person who knows where all of the key governance, regulatory and compliance records are is gone.
Meena Elliott, senior vice president, general counsel and secretary at Aviat Networks, says there are many things a company can do to establish a succession plan for the corporate secretary’s position.
First, companies need to understand the characteristics a person needs to carry out the corporate secretary’s job. ‘A corporate secretary will need to know and understand a range of matters, not just corporate law,’ says Elliott, ‘especially if he or she is also a general counsel.’
She explains that since the corporate secretary will be acting as an adviser to the board, he or she must be respected, trusted and able to maintain high standards of integrity while keeping a low profile in the boardroom. Corporate secretaries must also be skilled at crisis management. ‘They should be able to react quickly and coordinate with the board and CEO,’ she says.
Elliott adds that you can develop a successor in-house or hire one from outside the company. For larger companies, she suggests appointing an assistant corporate secretary and making sure that person learns under the current secretary. Smaller companies may have to hire an experienced outsider.
‘For smaller companies like mine, where I have hired and set up a virtual team, it’s difficult because of the extremely limited opportunity to work on corporate types of issues and interact with board members,’ Elliott says.
It is important to make sure that your successor gets plenty of experiences that improve his or her business and legal knowledge, and that he or she establishes a proven business partner relationship with in-house clientele.
‘Expose your successor to board committee meetings,’ says Elliott. ‘Have him or her sit in audit or governance committee meetings.’
Lastly, Elliott emphasizes that it is critical that the successor is a good ‘fit’ with the management team and board, especially if you have gone outside the company. ‘The chairman and committee chairs need to be comfortable with the outside person,’ she notes.