A Corporate Secretary in Singapore is necessary by state corporation laws for any corporation. The powers and responsibilities of the Corporate Secretary are outlined in the bylaws of each corporation. The Corporate Secretary’s primary duty is to ensure that Board members have the necessary counsel and services to fulfil their fiduciary responsibilities to shareholders under state law. A Corporate Secretary is in charge of ensuring that the reports, or minutes of the Board’s acts during a Board meeting, accurately reflect the proper operation of such fiduciary duties.
Although the corporate secretary’s primary responsibility is to record correct and adequate documents to satisfy regulatory standards (record keeping), the Corporate Secretary also serves as a confidante and resource to the Board of Directors and senior management, offering guidance and counsel onboard duties and logistics.
In recent years, the Corporate Secretary has grown to prominence as a senior, strategic corporate officer who oversees its corporate governance.
The Corporate Secretary: An Overview of Duties and Responsibilities, published by the Society, gives a more concise account of the corporate secretarial function’s duties and responsibilities.
Roles and Responsibilities of A Corporate Secretary
The functions and duties of a Corporate Secretary include, but are not limited to, the following:
- Attend and report minutes at all Board and committee meetings; foster board communications; advise the Board on its functions and obligations.
- Assist in the recruitment and creation of new nominee directors by promoting their orientation.
- Keep track of important organizational papers and archives.
- Oversee Stockholder Relations, including stock issuing and sale processes, stockholder communications, and proxy statement preparation and distribution; Responsible for corporate transparency and conformity with state company rules, stock exchange listing requirements, and SEC reporting and compliance;
- In control of the annual shareholder meeting’s process;
- Management and administration of subsidiaries;
- Track trends in corporate governance and support the Board in tailoring governance procedures to satisfy the Board’s needs and investor expectations;
- Serve as a focal point for investor communication and interaction on corporate governance issues