The Compliance Shepherd

Clarifying the Role & Benefits of a Valuable Board Guide

(Originally appeared in the October 12th, 2022?'Across the Board'?digital publication, a Board Director, Board Advisor, C-Level, and Business Leader publication reaching 28,000+ exceptional business leaders in over 70 countries with articles focused on leadership, strategy, and governance topics - sign up?here )

When we think of the many important responsibilities?of?Boards of Directors, the words?strategy,?governance, and?guidance?are high on the description list.?Regulation?sits high on this?important list, too, as Boards continue to be under?increasingly widening?regulatory scrutiny.?We also cannot forget?the word?compliance. Simply put, when integrated?correctly, proper?compliance?puts you in alignment with?regulation?requirements. With everything going on in modern boardrooms,?accomplishing acceptable compliance is an?'involved task'?demanding?consistent attention.

Regulators also know that compliance is indeed an?'involved task,'?and stipulate certain dedicated efforts by a?Compliance Officer?to ensure adherence to legal regulations. In large public companies, it is quite common for what is titled a?Corporate Secretary?to be appointed and responsible for what is formally described as?"the?efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of?Directors are implemented."

Private companies are also required in many countries to appoint the equivalent of?a Corporate Secretary, more commonly called a?Company Secretary?in these instances,?and a growing number of?nonprofit organizations globally are doing the same. Leveraging the knowledge of someone versed in this role can be beneficial to Boards of all entity types, not just public company Boards.?In the?case of private or nonprofit organizations, it is customary?for the Company Secretary to also be a serving Board Member.

Whether?titled?Corporate Secretary or Company Secretary (and lovingly condensed?to the title?Co-Sec?to fit into popular celebrity?name-shortening?trends),?the roles and responsibilities?are not administrative or secretarial as the word?secretary?may imply. Although the Co-Sec?is required to take pertinent notes during a Board meeting (sometimes not an easy task) and supply meaningful meeting minutes, this?leading role?ensures that an organization complies with relevant legislation and regulation?while simultaneously keeping?Board Members aware and well informed?of their legal responsibilities. The?role inherently assumes?responsibility of the company and Directors operating?within the law and?serves as?the?named representative on legal documents. Furthering the list of the Co-Sec role, included are the responsibilities?to?register and communicate with shareholders, ensure that dividends are paid, and to maintain important company records?(i.e. updated and current?listing?of Board Directors, shareholders, and annual accounts). Yes, the purview of a?Co-Sec is quite encompassing and important.

In recent times, the Co-Sec responsibility has witnessed some interesting trending and benefits as it relates to the role:

Further evolution of the Co-Sec?role to include increasing responsibility and oversight of?corporate governance.

• Benefit: Amazing experience and application in the world of corporate governance.
• Benefit: When operating in the public realm, an important relationship can be made to what is called?'Board-level experience'?when properly packaging yourself and creating?your?Board Documents?for future Board candidate / Board appointment?opportunities. << more on this topic here:?7 Steps to Create a Killer Board Document ?>>
• Benefit: When operating in the private realm, the ability to correlate the Co-Sec role to a voting and fiduciary Board appointment.
• Benefit: Direct exposure to the?Board for future opportunities both inside and outside the boardroom.

Request /?expectation?to serve as a sounding board and confidante to the Chairperson and the entire Board of Directors.

• Benefit: In private companies, this experience can be a deciding factor in your?Board appointment within that specific organization?when showing Co-Sec expertise.
• Benefit: In public companies, it can also serve as extremely important previous expertise & experience in a future Nominating Committee making a Board appointment decision in your favor?('Board-level experience').

Greatly opens the door for those with legal background to be welcomed into the boardroom.

• Benefit: The Co-Sec position is increasingly being offered to those with legal expertise and experience, opening up an incredible opportunity to those with this professional background.

Contrary to what many believe, the Co-Sec position can be a very rewarding position,?creating?a wealth of useful and applicable experience as it relates to current or future Board Directorship. Likewise,?Boards should fully leverage the responsibilities of the Co-Sec to inherently lower their risk while simultaneously elevating their effectiveness and efficiency.

Would you make a great Co-Sec?

Reach out to learn more?through?our?Board Director Education & Certification program , plus?Consulting &?Advisory ?offerings,?and?International Speaking Tour ?topics.

Mark A. Pfister - Non-Executive Director |?CEO |?Chief?Board Consultant?| Corporate?Strategist | Board Macro-Influencer?| Speaker?| Author - www.PfisterStrategy.com

About the Author:?With a strong focus in Strategy, Governance, and Technology/Cybersecurity, Mark A. Pfister is CEO & Chief Board Consultant of M. A. Pfister Strategy Group, an executive advisory firm that serves as a strategic advisory council for executives and Boards in the public, private, and nonprofit sectors. He is also Chairman & CEO of Integral Board Group, a specialized Board services and consulting company. Mr. Pfister is a?'Board Macro-Influencer'?and his success has been repeated across a wide range of business situations and environments. He prides himself on being a coach and mentor to senior executives and directors. In Board Director circles, Mr. Pfister has earned the nickname?'The Board Architect’.............?<< read full bio?here ?>>

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