In-house partnerships key for corporate secretary success
A corporate secretary works with many people inside the organization in addition to board members and the C-suite, so it’s important to form positive working relationships with employees who give support as the corporate secretary prepares for board and committee meetings, as well as act as a respectful master of communication.
Deborah DeHaas, vice chairman, chief inclusion officer and national managing partner of the Deloitte Center for Board Effectiveness, suggests secretaries follow the golden rule and treat those who support their efforts with courtesy and respect. ‘These people hold the keys to reaching crucial people, and corporate secretaries need their co-operation whether the goal is to schedule an emergency board meeting, get information for an SEC or other governmental filing, or something else,’ she explains.
DeHaas stresses the importance of speaking and writing in a manner that avoids confusion, especially when working on agendas, pre-reads and other materials destined for the board and committees. The secretary should be clear in all communications about what is expected.
‘Each agenda item should indicate clearly what the board’s role is,’ DeHaas says. ‘For example, does a matter require approval or discussion, or is its purpose simply to inform?’ Using a consistent format when preparing materials for the board and committees facilitates communication because board members can quickly locate the information they need.
There are several key in-house partnerships and relationships that corporate secretaries need to cultivate in their organizations. The first is committees and includes audit, compensation and nominating/governance. When interacting with the audit committee, the corporate secretary should ‘partner with the CFO and his/her team, including the controller, internal audit, external auditor, legal department and compliance team,’ DeHaas says.
The second important relationship to cultivate is with the compensation committee and HR. ‘The compensation committee requires extensive dealings with some of the same people as the HR team (which may or may not be the same group as the executive compensation team), compensation consultants and others,’ DeHaas continues.
Secretaries should also partner with investor relations and corporate communications departments, as the board may need press releases or calls to major investors about actions to be taken.
Beyond committee work, a corporate secretary acts as a link between the board and departments in the organization. ‘The corporate secretary is one of the people whose liaison responsibilities can make the difference between smooth and well-run ‒ or chaotic ‒ board meetings, committee meetings and ongoing dealings with the board,’ DeHaas says. ‘And that means the corporate secretary is at least partly responsible for the quality of the relationship between the board and management.’